The Big Capture of 1999 - 2006
by Shebakoby
Summary: Continuation of Prisoner of Destiny, but the main events are set one year after Transformers: The Movie. Sheba is captured by the Quintessons, but manages to escape 7 years later. She inadvertently discovers a clever plot to re-enslave the Transformers, leading to an alliance between the Autobots and Decepticons, who now must battle powerful forces to remain free.


* _-note: The following is a fanfic about what really happened to everyone that "died' in TF:TM. It includes my original character Sheba, a rare type of magic-using Decepticon that can shift between an organic form-basically a huge mountain lion with feathered wings-and a completely robotic form that resembles her organic "beast mode,' which transforms into an F-15 fighter jet. Her organic form and her ability to use magic both stem from experiments carried out on her ancestors by the "Red Wizard' (Mara-Al-Utha...the Quintesson sorcerer in "Madman's Paradise"). This is how she discovers what really took place. It includes elements of the Final Fantasy RPG games as well as a little bit from the Masters of the Universe. Hasbro, SquareSoft, and Mattel need not get their knickers in a knot._

THE BIG CAPTURE OF 1999/2006

Sheba awoke on the floor of a cell. The last thing she remembered was a sharp pain in her back, and almost instantaneously she had begun to black out. She had been outside her cave, not far from Autobot headquarters. She attempted to get to her feet, but was unable...her muscles felt partially paralysed. Soon she heard low voices.

"It's a good thing we caught her," one voice said, "If we had tried to proceed with her still around, she would have ruined everything." The voice did not sound like any Autobot, which surprised Sheba at the time because she assumed it was the Autobots that had done this. You see, they'd tried pulling a stunt like this before in order to prevent her from fulfilling her sworn duty...protecting the Decepticon known as Starscream. Anytime he had been attacked since she appeared on Earth, she counterattacked with a fury that was unmatched. Many times she had driven the Autobots away, and healed Starscream with a Curaga spell...and even defeated Optimus Prime. Fortunately for the Autobots, Megatron's attempts to fully recruit her into the Decepticon forces had largely failed. As she had told Megatron (and Starscream), destruction of the Autobots wasn't in her programming. It couldn't be helped, really; Sheba had warned that if she DID destroy the Autobots (she was only allowed to "knock them out', and then only in the defence of Starscream or her friends), she would be punished severely by the one who had chosen her as Starscream's Guardian. Megatron had to satisfy himself with that, as he was glad of _ANY_ help that she could provide. Starscream really couldn't complain, either; as she had saved his life more times than he could count.

Her vision was blurry at first, but eventually Sheba could see what was on the other side of the energon bars of her cell. It was a Sharkticon guard, with three Quintessons. And she noticed something else...she had been muzzled. This, of course, was to prevent her from using any spells, which even in her weakened condition could be quite effective.

One of the other Quintessons now spoke. "Even if you DO get that muzzle off, it doesn't matter. We have just installed an anti-magic forcefield. We hope you enjoy your stay. It will be a _LONG_ one."

The next seven years were a blur. The Quintessons always kept Sheba sedated, because they discovered that while her magic was useless, her strength was not. She had torn up several Sharkticon guards that had attempted to restrain her in order to conduct some experiments that required the subject to be conscious and mobile. They gave up after awhile, because the primary reason they'd captured her had nothing to do with what experiments they could carry out. Above all, they dared not seriously harm her; after all, the Quintessons were fully aware of the existence of Guardians, and feared that the greatest Guardian of them all-Elder Prime-would take his revenge on them.

The year was now 2006. The Quintessons had an alliance with Galvatron, but one day one of the Decepticon leader's berserk rages had damaged the ship that the Quintessons were holding Sheba in. The anti-magic barrier failed. Sheba-having removed the muzzle long ago-quickly cast Esuna and Curaga to nullify the sedative and get her strength back. She used Ultima Beam to blast the back wall of her cell and escape. Before she blasted open the airlock, she was careful to change to her robotic form so she could survive in space. The Sharkticon guards could not stop her...she turned several of them into piles of scrap with a single Ifrit summon.

"What in the universe was _that_?!" Galvatron exclaimed, as he heard an explosion.

"A minor inconvenience, nothing more," a Quintesson told him, but the amount of guards running past towards the holding area told otherwise. He and Cyclonus followed the guards, and soon came to the cell block. Fortunately, Sheba had been the Quintessons' only prisoner at the time, so the other cells were empty.

Cyclonus stared in awe as he saw the big hole that had been blasted in the wall. "What sort of creature could have done this?" he asked, but the answer was not forthcoming. There were only Sharkticon guards around, and they were either too stupid or too preoccupied to tell him. So, Galvatron and Cyclonus went to the nearest airlock...the one Sheba had blasted.

"So...whatever it was escaped," Galvatron said.

Once Sheba had cleared the airlock, she had transformed to jet plane mode and took off at top speed. Nobody noticed her, because she cast Vanish shortly before she left. Unsure of which direction to take, she decided on heading for the nearest planet to get her bearings.

The Quintessons now had to contend with an extremely agitated, yet inquisitive Galvatron.

"For the last time, **_WHAT_** **ESCAPED**?!" he demanded.

"It was an Autobot," they said. That was a lie, of course, but they figured they had to tell him SOMETHING, and this seemed to be the best course of action.

"AN _AUTOBOT_?! **DON'T GIVE ME THAT**!" Galvatron scoffed. "The Autobots are _weaklings_!"

"Ah, but this was a rare kind of Autobot that can use magic," one of the Quintessons explained, "And as a matter of fact, we could use your assistance in recapturing it. That creature is extremely difficult to track; as far as we know only the Sweeps are capable of locating one."

Swindle, Ramjet, Thrust, and Astrotrain were on Chaar, having a conversation about the old days.

"It's really bad now," Swindle was telling everyone, "I mean, Galvatron is even more of a loser than Megatron was, and worse still, he's a few fries short of a Happy Meal! How on earth can we expect to beat the Autobots now?"

Astrotrain sighed. "I sure wish we still had Sheba around," he stated, "If anybody could take care of Autobots, she certainly could."

"And she could probably stand up to Galvatron," Swindle added, " I wonder whatever happened to her?"

They were interrupted by the sound of a jet engine, but couldn't see where it was coming from.

"Hey, what's that?" Ramjet interjected.

On the ground, a few feet away, a circle of wavy green light appeared, and some blue-white orbs rose up after it in a circular pattern. A wavy blue-and-purple forcefield then became visible, and it shattered. There stood Sheba, in her robotic form. She had just cast Dispel to negate the Vanish status effect.

"Is that who I think that is?" Swindle burst out, " **SHEBA**?!"

"Swindle! Astrotrain! Thrust! Ramjet! It's been a _LONG_ TIME!" Sheba exclaimed. She rushed up to them and threw her paws around each of them, starting with Astrotrain.

"Where in the universe have you been?" Thrust wanted to know.

"I was captured by the Quintessons seven years ago," Sheba explained, "I only now escaped. I missed you all _SO MUCH_!"

Astrotrain looked grave. "Ah, I have bad news. Starscream is dead."

" **WHAT**?! _How_?" Sheba was beside herself with grief.

"Galvatron destroyed him," Astrotrain replied, "And you might as well find out that Thundercracker, Skywarp, and the Insecticons are dead as well. As is Megatron...for all intents and purposes, anyway."

"They're ALL gone?"

"I'm afraid so."

Sheba fought to keep her composure. "Where is Blitzwing? I need to talk to him."

"Galvatron put a price on his head," Swindle reported, "But we haven't caught him yet."

"Well, _I'M_ going to find him!" Sheba burst out, and leapt into the air. She transformed, and headed out.

Astrotrain caught up to her.

"I didn't want to tell you this with the others around, but I have a good idea of where you can find Blitzwing," he informed her, "Once I was out on a routine patrol, and I saw him. I even got close enough to talk to him."

"Where was this at?" Sheba wanted to know.

"Not far from Cybertron," Astrotrain said, "He told me that since Galvatron banished him, he decided to go looking for you. He said if I ever saw you, to tell you to look for him where Quintessa is...or rather, used to be."

"Thank you, my friend!" Sheba told him, "I'll return soon!"

Scourge and the Sweeps arrived at the Quintesson Ship. They were led to the holding area, and the guards opened the cell that had contained Sheba.

"Can you get the scent?" one of the Quintessons asked Scourge.

"Easily," Scourge replied, "She should be no problem to track."

"She?" Galvatron inquired, "How can you tell that?"

"Can't you smell it, too?" Scourge retorted, "Unmistakable female pheromones."

Swindle was happier than usual, now that Sheba had reappeared. He and Ramjet found the Constructicons, and were eager to spread the news to them.

"GUYS! You won't believe who I just talked to!" Swindle called out.

"Well, don't keep us in suspense," Scrapper said, not in the best of tempers.

"Sheba was just here!" Ramjet blurted out.

The expressions of the previously cranky Constructicons quickly changed.

"You're kidding!" Bonecrusher said.

"No, really! We have witnesses!" Swindle assured him.

"Then why isn't she here now?" Hook wanted to know.

"She kinda got upset after Astrotrain told her that Starscream was destroyed," Swindle replied.

" ** _WHO_** is SHEBA?" said an icy cold voice from behind Swindle.

Swindle turned to see Galvatron glaring at him.

"What? You don't _know_?" Swindle said in surprise.

"Tell me," Galvatron continued in the same icy tone.

"Umm-she's an organic Transformer that looks like an Earth Puma with wings," Swindle offered.

"What makes her so special? Why do you speak of her with such sentimental nonsense?" Galvatron demanded.

"She's really powerful," Scrapper added, "And she was a friend."

"And why did she react negatively to Starscream's destruction?"

" She was Starscream's Guardian," Ramjet told him.

" _ **WHAT**_?!" Galvatron shrieked, " **PREDACONS**!"

Razorclaw, Rampage, and the others came as soon as they heard Galvatron call them.

"Find this Guardian-this Sheba, and _**DESTROY**_ HER!" Galvatron ordered.

"But Galvatron, you can't do that!" Swindle cried out.

"And why **_not_**?"

"She'll make mincemeat of Predaking! I should know...she once beat Devastator, Menasor, and Bruticus all in the same day!"

Galvatron ignored him.

"You have your orders, Predacons," Galvatron told them, "Now go!"

"Do you think she can handle Predaking?" Mixmaster whispered to Hook.

"I certainly hope so," Hook sighed.

Sheba flew to the system where the planet Quintessa had once been. "Now if I were Blitzwing, where would I hide-?" she wondered to herself. She decided to create some sort of beacon so that Blitzwing could locate her. She transformed, and summoned Alexander. Fortunately, in the days before she had been captured, she had taught some of the Decepticons how to detect large amounts of elemental energy...specifically Holy, since there was less chance of mistaking the Holy elemental energy release with any naturally occurring phemomena.

It worked-soon, she saw what she was looking for. A large, light purple-and-yellow jet was headed towards her from a nearby asteroid. He transformed as he came closer. "Sheba, is that you?" he called out on his radio.

She rushed towards him and embraced him.

"Oh, Blitzwing! It's so good to see you again after all these years!" Sheba wept, "Astrotrain told me, they're _ALL GONE_! Skywarp, Thundercracker, _STARSCREAM_ -" She broke down completely.

Blitzwing let her cry herself out for as long as she needed. It was hard for him to believe that a battle-hardened warrior like her was now reduced to this. But then, she had been good friends with the other Decepticons, and especially close to Starscream.

"I seem to remember that something happened between you and Starscream before you disappeared," Blitzwing said at last, "He went into his room the minute he came back and didn't come out for three whole days. What happened between you two?"

"He wanted my assurance that if he ever succeeded in gaining leadership of the Decepticons, that I would completely obliterate Megatron. I told him I couldn't do that, because with great power comes great responsibility. He got really mad and said that if I was really his Guardian, I'd eliminate all threats to his existence at once. I said it didn't work that way. Then he said, " _FINE_!", and took off. A few hours later, I felt a sharp pain, and quickly became unconscious. When I woke up I found out that the Quintessons had captured me. They had me this whole time, but I was able to escape earlier today."

"I was captured by the Quintessons, too," Blitzwing told her, "But I don't remember when, and I certainly don't remember what they did to me. I did manage to escape...though I'm not sure how. Oh, wait! I have some news that may cheer you up! About a month ago, I was on a planet called Krytus, and I was searching for energy. I came upon a mine being worked by slaves. The guards were huge-a kind of robot I've never seen, with an insignia that looks like a red bat. A cart full of ore was being pushed out of the mine, and I couldn't believe my eyes when I saw who was behind the cart!"

"Who was it?" Sheba inquired.

"Skywarp and Thundercracker!" Blitzwing exclaimed.

"ARE YOU _SURE_?"

"Of course I'm sure. When they pushed the cart as far as they could, they began to unload it into a waiting transport vehicle. Skywarp dropped some ore, and one of the guards struck him with an energy whip. When I heard him cry out, I knew it had to be him! But then a guard spotted me, and I had to run away."

A ray of hope lit up Sheba's tear-filled optics.

"Blitzwing, I need you to do something for me," she told him, "I need you to go back to the mine and see if you can talk to any of the prisoners. I want to find out what's going on."

"But what will you be doing?" Blitzwing asked her.

"I'm going to Cybertron!" Sheba announced.

Before Sheba and Blitzwing went their separate ways, Sheba loaned him some Guardian Forces-Diablos, Doomtrain, Cactuar, and Siren. She also transferred some of her stocked magic to him, and also gave him the Esper called Phantom.

"Be careful," Sheba told Blitzwing, "Remember what I taught you! If you run into a lot of enemies, summon Doomtrain _FIRST_. The status effects will give you a great advantage."

"Cybertron is under total Autobot control," Blitzwing informed her, "You may want to make yourself invisible when you approach."

"Thanks, Blitzwing," Sheba said, "I'll see you later." She transformed and headed towards Cybertron. Blitzwing transformed and headed for the planet Krytus.

"So, what are we looking for?" Headstrong snorted. He and the other Predacons were out in space, carrying out Galvatron's "search and destroy" mission. Just then, Sheba flew by, in jet mode.

"Now there's a Decepticon I never saw before," Tantrum commented, "Hey, it's headed for Cybertron."

"Do you think that's who we've been looking for?" Divebomb asked.

"Only one way to find out...PREDACONS, MERGE AND FORM _PREDAKING_!" Razorclaw ordered.

Predaking started chasing Sheba, who noticed, and transformed. Predaking realized that this was the one that Galvatron had ordered him to destroy. He fired one of his blasters at her, but she dodged it easily. Green orbs with red cores appeared, and spun out in all directions around Sheba. She disappeared, and in her place appeared a giant fireball. When the flames dissipated somewhat, a great humanoid Lion-with a bright red mane and two long, black horns that curved backwards,-appeared. It was the GF Ifrit. He roared, rose up above Predaking with a massive fireball underneath him, and slammed the fireball with both fists. This caused it to fall and hit Predaking, taking off about 3800 HP. Predaking tried firing all his weapons. One of the blasts hit Sheba, taking off 900 HP. She cast Aura, gaining immediate access to one of her Limit Break attacks-Ultima Beam. Predaking separated when the beam hit.

"I guess Swindle was telling the truth after all," Razorclaw moaned.

Once Sheba had defeated Predaking, she paid the Predacons no more heed. She immediately transformed and continued on her way.

Blitzwing made it to Krytus, and managed to get very close to the entrance of the mine, and summoned Phantom. Fortunately, training in the past with Sheba had given him the opportunity to use the Esper. He still hadn't learned Vanish yet, but the Fader ability was just as good. He crept inside, and soon located Skywarp and Thundercracker. Very few guards were actually inside, as most of them were outside in order to prevent escapes.

" _Psst! Thundercracker! Skywarp_!" Blitzwing hissed.

Thundercracker nearly jumped out of his exostructure. "What was **_that_**?" he asked Skywarp.

"Oh, you heard it too? I thought the place was getting to me so much that my audio receptors were playing tricks on me," Skywarp replied.

"No, it's _ME_ -Blitzwing!" Blitzwing said in the loudest whisper he could manage.

"Now I _KNOW_ I'm going crazy," Skywarp said flatly.

The guards were starting to notice that the two prisoners had stopped working, so they started to approach, electro-whips in hand. However, red-centered green orbs appeared, and spun out in all directions. A crossing gate appeared, closed around the guards, and a ghostly-looking locomotive was bearing down on them. Doomtrain crashed into the guards, and cast every single status effect on the books, including stop and slow-petrify.

Thundercracker and Skywarp were amazed. Even more astonishing was the fact that when Doomtrain vanished, they briefly saw Blitzwing, but only for a microsecond.

Blitzwing cast Dispel so that the other two could see him.

"Blitzwing! How did you get here?" Thundercracker wondered.

"How did _I_ get here? What about you two? We thought you were dead!" Blitzwing told him.

"It was four days after Starscream had that argument with Sheba," Skywarp explained, "We knew that's what had to have happened because of how Starscream was acting. Well, anyway, there we were in our base-Megatron, Starscream, Thundercracker, myself, and the Insecticons-and Starscream had tried to go see Sheba, probably to apologize or something. When he got back, we asked him what had happened, and he said Sheba was gone. Then, we all began feeling very strange. I guess I must have passed out, because I woke up, and found that I was in chains. So were the rest of us. We were all put in a dungeon in someplace called the Fright Zone and this flesh creature that called himself Hordak told us we were now his slaves. Thundercracker and I were sent here. I don't know where the others are."

"Why didn't you teleport and escape?" Blitzwing wanted to know.

A blue light emanated from Skywarp, and he started to disappear. But he only managed to look like he was a little bit out of phase, then appeared solid again.

"It's these chains," Skywarp complained, "They block my teleporting ability somehow."

"My weapons don't work," Thundercracker stated.

"Mine don't, either," Skywarp added.

"I have good news," Blitzwing said, "Sheba has returned. It seems that some creatures called Quintessons captured her. That's why she's been gone all this time."

Skywarp and Thundercracker's eyes lit up.

"Then we can get out of here!" Skywarp exclaimed.

Sheba approached Cybertron by using Unicron's head as a "radar detector.' She cast Vanish on herself so any approaching Autobot would not detect her. After landing without incident, she headed underground. Soon she came to a place that had giant statues of Decepticons.

"I must be in the tombs," Sheba said to herself. She returned to organic mode, and walked between the rows of markers. Finally, she found what she was looking for-a large slab of metal with nothing but feet on it. The inscription read ' **STARSCREAM** '.

Sheba grabbed one of the feet in her mouth and returned to the surface.

Perceptor was busy working in his lab on Cybertron. He heard the door open, expecting Rodimus Prime. But when he turned, what he saw frightened him.

"What are _YOU_ doing here?" he asked nervously.

Sheba walked right up to him and dropped the foot she'd been carrying in her mouth.

"I want you to examine this," she told him, "If you're _SMART_ , you'll check the remains of your fallen Autobot comrades as well."

Perceptor hesitated, but at a low warning growl from Sheba, he did as he was told. He transformed to microscope mode and looked at the part.

"Is it Cybertroid alloy?" Sheba wanted to know.

"No, it isn't," Perceptor replied, "All cybertroid alloy has traces of Cybertonium in it. Even in this condition, this should at least have some cybertonium compounds, but there aren't any. Why do you ask?"

"I got that from Starscream's marker in the Decepticon crypt," Sheba told him.

"Hmmm, this resembles the remains of the fake Optimus Prime that Megatron created years ago," Perceptor stated.

Sheba looked as though her heart would burst. Quickly, she turned tail and bolted from the lab. On her way out, she darted past Spike, Rodimus, and Bumblebee.

" **HEY**!" Bumblebee called out. But Sheba had already cast Vanish on herself again, and was soon long gone.

"What was _SHE_ doing here?" Spike said angrily.

"Who _was_ that?" Rodimus wondered.

"That was Starscream's guardian, Sheba," Bumblebee replied, "But nobody's seen her in seven years."

"Starscream's _GUARDIAN_?" Rodimus said incredulously.

Blitzwing used his electro-scimitar to cut Skywarp and Thundercracker loose.

"Sheba loaned me a few GFs," Blitzwing said, " Since you can't use your weapons, I think they'll come in handy for you."

"I want Diablos! Did she give you Diablos?" Skywarp requested.

"Of course," Blitzwing replied, "Which do you want, Thundercracker?"

"I'd like to have Ifrit, if you have him," Thundercracker said.

"Sorry. Sheba has that one. You can have Cactuar, Doomtrain, or Siren."

"I guess I'll take Siren, then," Thundercracker told him.

Once all the Junctioning was complete, Blitzwing used Phantom's fader ability to conceal their escape. However, once they got outside, they discovered that neither Thundercracker nor Skywarp could fly or transform. Blitzwing used Curaga on each of them in an attempt to fix the problem.

"Well, I can _FLY_ , now, at least," Skywarp stated, as he rose into the air on his afterburners. He attempted to transform, but discovered that he still couldn't. Blitzwing tried using Esuna. It worked. Skywarp and Thundercracker were both now able to transform.

"Should we rejoin our Forces?" Thundercracker asked.

"Uhh-" Blitzing began. He was still an outlaw, and if he ever showed his face in Galvatron's presence he'd be blasted right into next week. "Better not," he said finally, "You see, everyone thinks you're dead, so if they see you they'll think they're looking at a couple of ghosts. We'd better head for Earth and see if we can find Sheba."

"Okay," Thundercracker seemed satisfied with that answer.

Sheba left Cybertron and headed for Earth...she had a feeling that's where Blitzwing would try to meet her. When she reached Earth, she headed for her old den. As she got there, she summoned Alexander.

"Are you detecting what I'm detecting?" Skywarp remarked.

"Yeah, a large release of Holy! Let's go!" Blitzwing said.

When Blitzwing and the other two reached the source of the Holy elemental energy release, they found Sheba waiting for them. She had returned to her organic form. When she saw Thundercracker and Skywarp, she didn't even wait for them to land. She pounced on one, then the other, smothering them with mountain-lion kisses.

"Gee, it's great to see you again," Thundercracker told her.

"How's my favorite kitty?" Skywarp laughed, as Sheba purred and nuzzled him. Once she'd been persuaded that she'd expressed more than enough affection for now, Blitzwing asked her what she'd accomplished by going to Cybertron.

"I went to the tombs, and got a chunk of what was supposed to be Starscream," she replied, "Then I took it to Perceptor and made him analyze it. He found out it was fake; that the body of what everyone _thought_ was Starscream, was in fact a clone."

"Oh, really?" Skywarp interrupted, "When Megatron, Starscream, Thundercracker, me, and the Insecticons were captured, we were told nobody'd ever bother looking for us. Just before I fully woke up, it felt like a piece of my own life force was being ripped out of me."

"Yeah, I felt the same thing," Thundercracker added, "That was weird!"

"But where are the others? _Where's_ Starscream?" Sheba wanted to know.

"Last I heard, he refused to continue working, so they threatened to take him to a place called Beast Island. He still wouldn't obey them, so he got shipped off a couple of days after. I couldn't believe the punishment he took. I guess he was still hoping that you would come and get him out of there," Thundercracker said.

"They?" Sheba inquired.

"I think they call themselves The Horde," Skywarp stated.

"I've heard of them," Sheba told them, "But what about Megatron and the Insecticons?"

"I have no idea," Thundercracker told her, "The Insecticons were probably sent someplace where their eating skills would come in handy for the Horde. As for Megatron, I haven't seen him since the day we were captured."

Starscream sat in a small, dark cell on Beast Island on the planet Etheria. He'd been there for nearly seven years. That had given him time to think-far too much time, in fact. He was already regretting what he'd said to Sheba the last time he'd seen her. "Oh, if only I hadn't said those things to her!" he said out loud to himself, "Maybe then she would never have left. I'd give anything to see her again-anything!" Suddenly, the outer wall of his cell began to give way. It melted completely, and there stood Sheba. Thundercracker, Blitzwing, and Skywarp were behind her. Sheba and Starscream rushed towards each other without hesitation. They held onto each other for a long time.

"Sheba! You're _BACK_! I'm so happy!" Starscream sobbed, "But **_why_** didn't you come sooner?"

"I was kidnapped by aliens called Quintessons," Sheba explained, "And their mission in life is to get rid of all Transformers. I think they needed me out of the way for some reason."

"She's right," Blitzwing informed him, "I, too had my turn as a captive of those tentacled beings."

"Do you know where Megatron is?" Sheba asked.

" _Why_ should we _bother_ with Megatron?" Starscream snapped.

"So you _DO_ know where he is!" Sheba realized.

"Of course I know where he is. He's in here someplace." Starscream told her.

"Come on, I at least want to _SEE_ him," Sheba coaxed.

"Oh, _very well_ ," Starscream relented, and led them down the corridor, once Sheba had blasted the door open. He stopped at a cell not far from his own. But when Sheba opened it, it was empty.

"That's strange. He was there last week," Starscream remarked, "I wonder where they've taken him."

"Galvatron," Scourge began, "The creature that escaped from the Quintessons was _HERE_. I can smell her."

"You mean the Autobot?" Galvatron asked.

"THAT WAS _NO_ AUTOBOT!" Scourge snorted, "Give me a little credit!"

"So, they lied to me," Galvatron mused.

"Big surprise," Cyclonus groaned.

The Predacons returned, looking battered.

"Well?" Galvatron inquired.

"We found the Guardian, but were unable to destroy her," Razorclaw told him.

" **YOU** ** _FOOLS_** **! WHY DIDN'T YOU FORM** ** _PREDAKING_**?!" Galvatron shouted.

"We _DID_ form Predaking," Razorclaw stated.

"I told ya so," Swindle reminded everyone.

" **SILENCE**!" Galvatron snapped.

Scourge walked over to Swindle. "I can smell her all over you!" Scourge accused.

"So...the Quintessons had the Guardian as their prisoner," Cyclonus realized.

"Are you sure you want to destroy Sheba?" Astrotrain wondered, "She's been a great help against the Autobots."

"But she is Starscream's Guardian, is she not?" Galvatron retorted, "I will _not_ allow her to avenge his death!"

"Now what are we going to do?" Blitzwing wondered.

"I want to find the others," Sheba said, "But I don't think it's going to be easy."

"Tell me what has happened since I was gone," Starscream demanded.

Blitzwing looked rather flustered. "What do you want to know? That the Autobots have control of Cybertron?"

" _THE AUTOBOTS_ HAVE CONTROL OF CYBERTRON?!" Starscream sputtered.

"I think we have more pressing concerns," Sheba pointed out.

"Who is the new leader of the Decepticons? Obviously, it _ISN'T_ Megatron," Starscream wanted to know.

"His name is Galvatron," Blitzwing replied, "And I must warn you, he destroyed a clone of you before the Autobots gained control of Cybertron. Of course, he thought he was destroying _YOU_."

" ** _WHAT_**?" Starscream shouted, "What sort of damage to my reputation did my doppelganger do?"

"It's a _long_ story," Blitzwing sighed, "Things have gotten really bad lately. Galvatron is seriously insane. He even banished me from the Decepticon forces."

"I _KNEW_ things would go downhill after you disappeared," Skywarp told Sheba.

"Wait a minute, you were kicked out of the Decepticon forces?" Sheba inquired, " _WHY_?"

"The Quintessons formed an alliance with Galvatron to destroy the Autobots," Blitzwing explained, "But when they first came, I knew that what they were up to would do the Decepticons no good either. I discovered that they'd tricked Galvatron into attacking the Autobots on two separate fronts-Earth and Cybertron-in order to secretly activate a device deep within Cybertron. That device immobilizes all Transformers, Autobots _AND_ Decepticons. I tried to warn Galvatron, but he wouldn't listen to me. He threw me down towards the Autobots. I had no choice-I warned the Autobots of our impending doom, and we reached the device before the Sharkticons did. Galvatron arrived soon after, and activated the device himself, believing it to be some sort of treasure. Instantly we were all paralyzed...except the human called Spike. He destroyed the machine, and we were free to move once again."

"Hey, wait a minute," Skywarp said, "There was a time when I felt like I couldn't move. It was about six months ago. It only lasted for a few minutes, though."

"Me too," Sheba added, "Although I thought it was the sedative that the Quintessons were giving me that was doing it."

"Anyway," Blitzwing continued, "We chased the Quintessons to their emergency escape pods. It was then that I realized what fools we had been. Here we were fighting the Autobots, when a far greater threat to both our existences plays us off against each other for their amusement! And what did Galvatron do? He took the path that will surely lead to our destruction!"

"Who, or _what_ , are Quintessons?" Starscream wanted to know.

"Ancient beings with five faces; they have tentacles for limbs. I was once their prisoner...before Astrotrain and I joined Megatron on Earth. They plot the destruction of all Transformers."

"I think they have something to do with you guys being enslaved," Sheba said to Starscream and the other two, "I think it's time I paid my former captors a visit. I have yet to "thank' them for their hospitality." Her voice dripped with sarcasm on that last comment. "Now, let's go find a Quintesson ship!"

Rodimus Prime, Bumblebee, and Spike walked into Perceptor's lab.

"What just happened here?" Rodimus asked Perceptor.

Perceptor held the phoney Decepticon part that Sheba had left there.

"Sheba came and asked me to analyze this," he began, "And I discovered that it really wasn't Cybertroid alloy. It was supposed to have been a part of Starscream's remains, but it turned out to be a part of a clone. Before she left, Sheba told me that if I was smart, I'd check the remains of our friends at the Mausoleum."

"What's she up to?" Bumblebee asked.

"Can we trust her?" Rodimus wondered.

"Trust her? _NO WAY_! She's a Decepticon!" Bumblebee exclaimed.

"Optimus always thought there was more to her than that," Spike remembered.

Galvatron led Cyclonus and the Sweeps out into space to search for the Guardian themselves. On their way, they spotted several jets heading towards a Quintesson vessel.

"What the-?" Cyclonus began.

Galvatron ordered an intercept course. Soon they got close enough to see who it was.

" ** _BLITZWING_**!" Galvatron thundered, "Get him, you fools! _**GET HIM**_!"

The Sweeps charged towards Blitzwing and the others. Sheba noticed, and transformed. Thundercracker, Skywarp, Starscream, and Blitzwing did likewise. Galvatron suddenly noticed that Starscream was there, too.

" ** _STAAAARSCREEEEAAAM_**!" Galvatron hollered, and headed straight for him.

Sheba immediately blocked his way.

"It looks like we're going to have to **FIGHT**!" Sheba told everyone, "Everybody summon your GFs... _NOW_!"

"Um, Sheba-you forgot to give me one," Starscream reminded her.

"Oh, sorry. Here, take Quezacotl and Pandemona," she said.

Skywarp dodged the laser blasts from Cyclonus and the Sweeps. He then summoned Diablos. Galvatron watched in shock as his opponents vanished, and a huge flock of bats flew to a central point just above his army. As the bats came together, they formed a black, tarry, semi-liquid orb. Something emerged from the bottom of it: a huge red-and-black winged humanoid monster, the GF Diablos. The monster put one hand into the ball and energy beams emanated from his arm into the orb. He threw it down towards Galvatron and the others, taking off 9999 HP off of all of them. Diablos turned an aerial somersault, separated into a flock of bats once more, and the bats flew away. Subsequently, Skywarp and the others reappeared.

Thundercracker cast Blizzaga on one of the Sweeps that was attacking him, taking off 1200 HP.

Sheba faced Galvatron, who tried blasting her with his cannon. But when Galvatron thought he had a clear shot at Starscream, he took it. Sheba immediately went in front of Starscream to block the blast. It took off 1200 HP, but Sheba quickly cast Curaga before summoning Cerberus. This put all her allies in Double and Triple, so Thundercracker quickly cast Triple Meltdown on several of the Sweeps, K.O.-ing one of them.

Sheba then cast Triple Death on three Sweeps in a row. Cyclonus watched in horror as they fell one right after the other.

"Mighty Galvatron! WE **_CAN'T_** WIN!" he protested.

Skylynx was standing outside near the pond where the Dinobots were fishing. Grimlock had just caught a nice big fish and it was halfway down his throat when Rodimus called to them.

"Skylynx! Dinobots! We're having a meeting," Rodimus told them, "Drop what you're doing and come!"

" _Mphhh, Grimmphhh mphhh_ ," Grimlock said.

"You really shouldn't talk with your mouth full, there's a good chap," Skylynx reprimanded.

Grimlock finished gulping down his fish. "Me, Grimlock, COMING!" he said, and he and the other Dinobots followed Skylynx.

Ultra Magnus, Kup, Blurr, Wheelie, Arcee, Springer, Bumblebee, Perceptor, and Spike went outside...Skylynx was far too big to fit into the control room with everybody else as well-and were joined by Sandstorm, the Protectobots, the Aerialbots, Jazz, and Cliffjumper. Rodimus was already there.

"So, what's this all about?" Ultra Magnus wanted to know.

"Perceptor had a visitor not that long ago," Rodimus Prime stated, "Some of you may recognize the name: Spike and Bumblebee tell me that Sheba was here." The Aerialbots, Jazz, Cliffjumper, and the Protectobots were agape. They certainly knew who Sheba was, but none of them had seen her for about seven years.

"What was she doing _HERE_?" Cliffjumper wondered.

"Ummm-who Sheba, again?" Sludge asked.

"You stupid, Sludge!" Grimlock said with annoyance, "She always, _ALWAYS_ fight for Decepticons."

"Ohhh-me Sludge remember _now_ ," Sludge said.

" _Awwwk_! Dinobots not beat Sheba! Not ever! She too strong!" Swoop stated.

Rodimus Prime cleared his throat. Then he continued.

"It appears that Sheba wanted Perceptor to examine what she thought was part of a Decepticon that was killed just before the battle with Unicron. It turns out the part was actually from a clone and not the original. Perceptor, you can explain this better than I can. Would you mind?"

"Certainly," Perceptor told him, "It appears that upon closer examination, not only were there NO traces of Cybertonium OR Cybertonium compounds, there was also a distinct energy signature present. It belongs to no known native source. It shares similarities with the energy signature of the spells that Sheba casts, but it is also very different. Apparently, some sort of magician or sorcerer used Magic to form this clone, and most of the energy signature is a result of a process whereby a Transformer's life force was duplicated-using a small fragment of the actual life force-and inserted into the clone. There is another aspect of the energy signature-it also made it seem that the body of the clone was made of Cybertroid Alloy, although it has faded enough for me to be able to ascertain the truth."

"So what does this have to do with _US_?" Springer complained.

"When Sheba was in my lab, she told me to examine the bodies of our friends that perished in the Great War," Perceptor replied.

"Now, why would she do that?" Jazz inquired.

"Since I don't know her, I couldn't tell you," Rodimus sighed.

"Well, I know her, and I couldn't say why, either," Bumblebee remarked.

"The point is, I want to go and check the Mausoleum and see if Sheba was onto anything," Rodimus informed everyone.

"But it could be a trap!" Cliffjumper protested.

"That's why I'm bringing the Dinobots along," Rodimus assured him.

"But on their best day they couldn't beat Sheba!" Bumblebee exclaimed.

"Somehow, I don't think she's the one we have to worry about," Rodimus replied.

Green orbs with red centers spun around Blitzwing, then he and his allies vanished. A large Cactus with arms, legs, eyes, and a mouth appeared, leaped high into the air above Galvatron and the others, and let fly a flurry of sharp, diamond-hard needles. As it turned out, Cactuar was only at level 40, so it did 4000 HP of damage each to Galvatron and the others. Then, Thundercracker unleashed the power of Siren. That did about 3800 HP of damage to each enemy. Two more Sweeps were K.O.'d, so Scourge turned tail and fled. The other Sweeps saw this and quickly followed behind. Only Cyclonus and Galvatron were able to battle now.

" **COWARDS! COME** ** _BACK_** **HERE**!" Galvatron screamed.

"Mighty Galvatron, are you sure it is wise to-OW!" Cyclonus said, as he was interrupted by a punch to the head by Galvatron.

Sheba cast Stop on Cyclonus. It worked-he was now unable to move. That left Galvatron as the only threat.

Galvatron charged at Sheba, filled with frustration. She grabbed him with her powerful forelimbs, and clamped her jaws tightly on his throat. Galvatron could not pry her off. Sheba allowed a little panic to settle in before releasing him. Galvatron quickly felt his neck, apparently trying to see if it was still there.

"You have two choices," Sheba snarled, "You can go peacefully, or you can go _IN_ _PIECES_. If you don't make up your mind soon, I'll decide for you." A low warning growl emanated from her, slowly rising almost to a roar.

"This isn't over yet!" Galvatron snapped threateningly, before heading in the same direction that Scourge and the others had taken.

Sheba then cast Dispel on Cyclonus. He took one look at Sheba's bared teeth, and left without another word. Then Life was cast on each K.O.'d Sweep. Since Life doesn't restore full hit points, they realized they were too weak to battle. They went in search of a place to rest, which was the only way they could restore their full health without getting repaired.

Blitzwing and the others breathed a sigh of relief.

The Autobots boarded Skylynx and headed for the Autobot Mausoleum.

"Are you _SURE_ this is a good idea?" Skylynx wanted to know, "For all you know we could be on some wild cyber-goose chase."

"We'll find out soon enough," Rodimus Prime said.

Once the Mausoleum had been reached, the passengers disembarked from Skylynx and headed for the tombs. There was a shiver in the air, or at least there seemed to be. The thought of being this close to a multitude of dead robots-even if they were Autobots-made most of them rather uncomfortable...especially Spike and Bumblebee.

Perceptor came to the start of the first row of crypts. "Well, where shall I begin?" he wondered aloud.

"Start with the ones that were ambushed on the shuttle," Rodimus directed.

Perceptor opened Ironhide's tomb. "I hope I'm doing the right thing," he said, with trepidation.

Sheba led her friends to the nearby Quintesson Ship. The corkscrew-shape made it unmistakable. "I'll get the door," Sheba said, and cast Aura on herself. This gave her access to her Ultima Beam, which she used to blast a hole in the side of the vessel. Once they were inside, the Sharkticon guards were quickly subdued with a quick Pandemona summon. In the control room were four Quintessons. Sheba summoned Cerberus, then cast Triple Break at her next turn. Three out of the four Quintessons were now turned into stone. The next thing Sheba did was convert to her bipedal form, grab the tentacles of the one remaining Quintesson, and push it up against the wall.

"Wha-what do you want?" the Quintesson stammered.

"Tell me what's been going on," Sheba growled, "Like, why was I held prisoner, and why were three of my best friends sent to work in the Mines of Mondor?" The Quintesson said nothing, but if it could have sweated, it would be perspiring bullets.

"TELL ME NOW, OR YOU'LL BE A NICE STONE STATUE HERE, JUST LIKE YOUR COMRADES!" Sheba insisted.

"It was part of a plan to enslave ALL remaining "free' Transformers," the Quintesson said, trembling noticeably, "But the original idea came from Unicron. He ordered us to capture Megatron and find a way to clone him so that he could replace Megatron with someone he had control over. You see, he needed Megatron's memories in order to make his servant seem legitimate in the eyes of the remaining Decepticons, and didn't care what we did with the real Megatron, as long as no Decepticon or Autobot ever discovered the truth. We decided to go one step further and use this to our own advantage...we decided to capture not only Megatron, but some of the others as well. We enlisted the help of a Sorceress by the name of Shadow Weaver. She used her magic to capture some of the Decepticons and use a part of their own life force to make the clones virtually indistinguishable from the original, complete with memories. In return for her assistance, we sold the Decepticons that were captured into slavery for the Horde."

"And why was I taken?" Sheba asked, still growling.

"Unicron was afraid, since you have strong magical powers, that you would discover the truth about the clones. The whole plan would have failed," came the reply.

"Why would Unicron even consider me a threat?" she continued.

"I'm wasn't told the whole reason, but I think it has something to do with the one you were chosen to protect," the Quintesson informed her, "At least, that's the impression I got. Unicron specifically ordered us NOT to make a clone of Starscream, but we disobeyed him. And since you are Starscream's Guardian, you had to be neutralized. We could not kill you because otherwise Elder Prime would have sent an army of Organic Transformers to punish us. We engineered your disappearance so it would seem as though you had left on your own, and perhaps had even renounced your sworn duty. We spied on you and made sure we stole you right after your rather serious argument with Starscream."

" _WHERE_ ARE MEGATRON AND THE INSECTICONS?" Sheba demanded.

"I don't know! I swear!" the Quintesson whined, "You would have to ask Hordak!"

"I think I will," Sheba snarled.

"RODIMUS!" Perceptor cried out, "COME QUICK!"

Rodimus Prime, Bumblebee, Ultra Magnus, Springer, Spike, and Arcee ran over to Perceptor.

"This is not Ironhide's body!" Perceptor informed them, "I don't know how I missed this before! It's _exactly_ the same as what Sheba brought me-a magically created clone!"

"Can you find a way to scan all the remaining carcasses at once?" Rodimus Prime asked.

"I'll try," Perceptor said.

A few hours later, Perceptor had jury-rigged a small scanner in each sarcophagus. It took a lot of effort to do this, especially considering the number of them, but it was well worth it. "Here goes," Perceptor said, as he ran a program in the main computer. Several minutes passed before the results of the scans were apparent.

All the Autobots' jaws dropped when they saw the results.

"Amazing-they're ALL clones! Including Optimus Prime!" Spike gasped.

"Why would anyone do this-make clones like this, I mean?" Arcee wondered.

"A Quintesson plot of some sort, no doubt," Springer snorted.

"Yeah, their schemes probably run much deeper than we ever imagined," Ultra Magnus stated.

"But where does Sheba fit into this picture?" Bumblebee wanted to know.

Galvatron and the others returned to Chaar.

"Looks like you guys have seen better days," Swindle commented.

"Oh, shut up!" Cyclonus snapped.

When Galvatron landed, the other Decepticons could clearly see four distinct puncture marks on his neck. They immediately guessed what had happened.

"Repairs! **_NOW_**!" he shouted, in a rather raspy voice.

While Galvatron and the others were being repaired, Astrotrain tried to find out what actually happened. One of the Sweeps mentioned Starscream and Blitzwing.

"Starscream's _ALIVE_?!" Astrotrain had exclaimed.

" **NOT FOR MUCH LONGER**!" Galvatron hollered, "And that fool Blitzwing will get what's coming to him, too."

"Not if Sheba has anything to say about it," Astrotrain muttered under his breath.

Inside the Whispering Woods on Etheria, Adora and Glimmer were discussing some strategy they could use in their fight against the Horde. They heard someone cry out, "Oh, dearie my, Broomy, _LOOK OUT_!" Something crashed into one of the trees that Glimmer and Adora were standing under. Madam Razz and Broom slid down the trunk of the tree, momentarily dazed.

"What is it, Madam?" Glimmer asked.

"Oh deary my, this is _BAD_ ," Madam Razz stated, "There are some weird kind of monsters eating the trees at the edge of Whispering Woods, and Hordak and a whole army of Troopers and Destructo-tanks are waiting for them to flush us out!"

"Monsters?" Adora echoed.

"They look like giant insects, but I think they're some kind of robot," Broom informed her.

"This looks like a job for She-ra!" Adora announced, "Glimmer, go find Bow and tell him to meet She-ra at the edge of Whispering Woods, where the monsters are. Madam, you can show them the way." She ran off to find her horse, Spirit.

"Ah, Adora, there you are," Spirit said with a whinny, "I hear there are monsters at the edge of Whispering Woods."

"That's what we're going to find out," Adora told him. She drew her sword and held it aloft. " _FOR THE HONOR OF GRAYSKULL_!" Multicolored "ribbons' of energy emanated from the round, blue gem in the Sword, then there was a blast of yellow beams. Castle Grayskull appeared in the background, as a blue band of energy, starting from the tip of the Sword, wrapped itself around Adora. A shower of yellow sparkles followed, changing Adora into the mighty She-ra. The Crystal Castle replaced the image of Castle Grayskull, and another blast of yellow beams burst from the Sword's gem.

" **I AM** ** _SHE-RA_**!" She-ra then aimed a beam of white energy at Spirit. When it hit him, he grew wings and a horn, and a saddle and facemask appeared. He was now Swift Wind, the Flying Unicorn. She-ra leapt onto his back.

"Up, Swift Wind!" she commanded. He spread his yellow-pink-and-blue wings, and sprang into the air.

Sheba, Blitzwing, Starscream, Thundercracker, and Skywarp left the Quintesson ship, and headed for the Fright Zone on Etheria. But when they got there, Hordak wasn't there. There were only Horde Troopers, Grizzlor, and Leech. Sheba grabbed Grizzlor by the collar, and demanded to know where Hordak was.

"I-I-I think he's preparing to attack the Whispering Woods," Grizzlor said nervously.

"But that's always failed before," Sheba pointed out.

"Oh, but Hordak's got a new Secret Weapon," Grizzlor bragged, "Some robot insects that can eat the trees. Hordak says we'll have the rebels in no time. He thinks even She-ra won't be able to stop them!"

"Robot Insects?! THE INSECTICONS!" Sheba exclaimed, "Come on, LET'S **_GO_**!" She put Grizzlor down rather roughly, and then took to the air.

"I can't believe what I'm seeing," Bow said, stunned. He, Glimmer, Kowl, and Madam Razz had just come to the edge of the woods, and could now see _hundreds_ of robot insects gnawing at the magical trees. A multitude of bare stumps was already evidence of their work.

"Oh, whoo, whoo, this is terrible! I hope She-ra gets here soon!" Kowl stated.

She-ra and Swift Wind landed nearby. "Oh, thank goodness!" Kowl exclaimed.

"What are they?" She-ra wondered.

Hordak sat back, watching the events unfolding before him. "Hah! Even She-ra is no match for all these Insecticons!" he laughed.

" _Rowrrrrr_ , what if She-ra breaks the spell they're under?" Catra asked.

"They're Decepticons, Catra," Hordak said confidently, "Even without our control over them, they'll still obliterate Whispering Woods AND those pesky rebels."

Suddenly, something swooped out of the sky, and landed in front of Hordak. It was Sheba, in her robotic form.

"So, you think you can further your own ends by enslaving my friends, do you?" she snarled.

"B-But they DON'T _**HAVE**_ FRIENDS!" Hordak protested, "That's what the Quintessons told us. They said even She-ra wouldn't rescue them!"

"Wrong on both counts," came a voice behind Sheba.

"She-ra!" Hordak sputtered, "Troopers! **_STOP THEM_**!"

Sheba summoned the GF Brothers-Minotaur and Sacred. The ground that the Troopers and Destructo-tanks were standing on was suddenly dislodged and thrown into the air. Underneath, two humanoid ox-headed creatures, one big, and one small, played rock-paper-scissors to see who would get to toss who into the air. Sacred lost, so Minotaur boosted him, sending Sacred up towards the airborne chunk of soil. He went right through it, sending the Troopers and tanks plummeting to the ground. This put Hordak's army completely out of commission. Shadow Weaver now took the forefront in the battle. She tried casting Silence on Sheba, but it was to no avail. Sheba had Silence junctioned to her Status Defense. She retaliated by casting Flare. That took about 3200 HP off of Shadow Weaver, who counterattacked with Blind. Sheba then cast Holy. It took 7899 HP off of Shadow Weaver, who shrieked terribly and disappeared. Hordak saw this, and turned himself into a rocket so he could escape. Catra pulled her mask down over her face, transforming herself into a purple panther so she could make a faster getaway.

"The trees!" She-ra said suddenly, "How do we stop those things from eating the whole forest?"

"Blitzwing! Starscream! Skywarp! Thundercracker! Hurry up and cast Dispel on all the Insecticons! That'll take care of the clones!" Sheba ordered. She summoned Cerberus-putting them in Double and Triple-to make the task a little easier.

"Why?" Starscream asked.

" _JUST_ _ **DO**_ _IT_!" Sheba snapped, "I'll explain later!"

So, they did as she asked, and anytime Dispel connected with a clone, it disappeared. It took awhile, but finally they were down to the original three, which were easily freed from Shadow Weaver's control by Sheba's Esuna magic. The minute they snapped out of it, the Insecticons were pleased to see that Sheba had come to free them.

"Now all we have to do is locate Megatron," Sheba reminded everyone.

"Well, if these are all fakes, then one question remains," Spike said, "Where are our friends? Where are we going to start looking for them?"

"I think we should ask the Quintessons," Rodimus said decisively, "Grimlock! Are you ready to chomp on some Sharkticon tail?"

"Me ready!" Grimlock growled, "Dinobots _SMASH_ Sharkticons!"

The Autobots boarded Skylynx and went looking for a Quintesson vessel.

"Hey, there's one!" Kup began, as he looked on the scanner, "It's not very far away. Seems to be drifting."

"Alright then, shall we head for it?" Skylynx asked.

"Affirmative," Rodimus told him.

As they got closer, they saw a big round hole had been blasted into the side of the ship.

"I think Sheba's been here," Bumblebee stated.

Rodimus, Ultra Magnus, Kup, and Springer entered the Quintesson ship through the hole. They got to the control room and found three stone Quintessons, a pile of scrapped Sharkticons and other guards, and one lone Quintesson cowered in the corner. The instrument panels in the control room were completely inoperable, which was why the ship was disabled. Rodimus Prime went straight to the Quintesson, grabbed it, and started questioning it.

"Where are our friends-the REAL ones?" he demanded.

"I-I don't know what you're talking about!" the Quintesson stammered.

"Cut the act! We know you made clones of a lot of Autobots. I want to know what you did with the originals," Rodimus said sternly, "If you don't tell me, I'll send for the Dinobots. Grimlock would very much like to have a new _CHEW TOY._ "

"Sold into slavery, to the Evil Horde!" the Quintesson replied.

"The Horde?" Kup echoed, "They rule a lot of planets, including one they call Horde World."

"But your friends were sent to the Horde on Etheria, to Hordak," the Quintesson added, trembling.

"You'd better be telling the truth, _or_ I **promise** you I'll be back- ** _WITH_** the Dinobots," Rodimus threatened, and threw the Quintesson to the floor. The miserable creature picked itself up, muttering curses. Rodimus and the others returned to Skylynx, and headed for Etheria.

"In order to find Megatron, we're going to need the help of the locals," Sheba stated.

"You mean the flesh creatures?" Starscream asked, with some contempt.

"They know the Horde better than anyone," Sheba pointed out, "Even if they are flesh creatures, I'm sure they can be of some help."

Starscream reluctantly agreed, as did Blitzwing and the others. Blitzwing was far more accepting of that fact than the others, probably because of what happened with Spike and the Quintessons. She-ra was still hanging around-mostly out of curiousity-and Sheba turned to her to find out if the Rebellion could help locate Megatron.

"You know how the Horde operates," Sheba said, "Do you have any idea what Hordak would do with a big, powerful Decepticon Leader?"

"Hmmm," She-ra thought aloud, "He might have him on Beast Island."

"He's not there _now_. I ought to know," Starscream told her.

"He had Skywarp and Thundercracker in the Mines of Mondor," Sheba informed She-ra.

"The Mines of Mondor, eh?" She-ra commented, "Well, there are slave mines here on Etheria-the Energy Mines in the Dark Mountains."

" ** _ENERGY MINES_**?!" the Decepticons all shouted at once.

"Can you show us where that is?" Sheba wondered.

"Of course," She-ra said. She got on Swift Wind's back. "Just follow me!"

Skylynx approached the planet Etheria.

"We should probably go to the Command Center," Kup advised, "Then we can _MAKE_ that Hordak character tell us what he's done with our friends!"

It was fairly easy to locate the Fright Zone-Hordak's base of operations. In the air, they were met with resistance from Hordak's Horde Flyers. Skylynx detached his untransformed lynx half, then transformed into his 'bird' mode. He soon took care of the flyers with ease. On the ground, Rodimus, the Dinobots, Arcee, Kup, Springer, Ultra Magnus, Bumblebee, Spike, and Perceptor dealt with oncoming Destructo-tanks. They soon reached Hordak's throne room.

"Where are our friends?" Rodimus Prime shouted.

"What? How could you possibly have found out?" Hordak hollered, surprised.

Grimlock grabbed Hordak in his massive jaws.

"Tell us _NOW_ , or Grimlock will break you in half!" Rodimus stated.

"All right, all right! I sent them to work in the Energy Mines!" Hordak cried out.

"Where is that?" Rodimus wanted to know.

"The Dark Mountains!" Hordak replied.

"Give us a map," Ultra Magnus demanded.

As the Autobots turned to leave, Hordak, who was still dangling from Grimlock's mouth, shouted, "Hey! What about me?"

"Let him go, Grimlock," Rodimus ordered. The big Dinobot dumped Hordak unceremoniously in his throne, then followed the others back to Skylynx.

She-ra and the Decepticons reached the Energy Mines. As they landed nearby, they saw a huge shuttlecraft approaching. It landed, and Autobots-Rodimus and the others-came out. Immediately there was a standoff. Sheba's fur all stood on end-including her tail, which now looked like a bottle brush, and it began twitching rapidly.

"What are YOU doing here?" she growled.

"Us? What are _YOU_ doing here?" Ultra Magnus retorted.

"We came to find Megatron," Blitzwing stated.

" _MEGATRON_? Are you kidding?" Spike exclaimed.

"Wait a minute," Rodimus Prime broke in, "It seems that the Horde enslaved **BOTH** Autobots _and_ Decepticons, and the Quintessons are the ones who are responsible."

"So what's your point?" Sheba snarled.

"What's the point of us fighting right now? It would only give the Quintessons what they want," Rodimus explained, "We should at least call a truce until we find our friends."

"He's right," Blitzwing sighed, "As long as we fight, the Quintessons are one step closer to destroying us all."

"Well, until we find Megatron, that's up to Starscream," Sheba stated, "So what'll it be? Foght, or co-operate?"

Starscream thought hard. The more he thought about it, the more he saw that Blitzwing really did have a point. There had been times in the past where the Autobots and Decepticons had joined forces out of necessity, after all. He had been adamantly opposed to that when the Decepticons' drilling threatened the Earth with destruction. However, subsequent joint efforts had seemed to make sense at the time.

"Co-operate...for now," Starscream said warily.

She-ra led the others to the entrance of the Energy Mines. Fortunately, the area had very rough, hilly terrain, making it easier for them all to sneak up on the guards. What they saw was shocking. A number of Autobots-chained up, as Thundercracker and Skywarp had been-were unloading carts of ore from the mines into waiting transport vehicles.

"Let's _GO_!" Rodimus announced, and he and the other Autobots descended upon the unsuspecting Troopers that were guarding the slaves. Starscream hesitated.

"Well, what are you waiting for?" She-ra asked.

"Oh, all right," Starscream said, " _DECEPTICONS-_ _ **ATTACK**_!"

Thundercracker and Skywarp were eager to trash as many Troopers as they could-payback for all the cruelty they'd received at the end of the guards' whips. The Autobots that were slaves were shocked, especially since Starscream and the others were only attacking the Troopers.

"Go inside!" Sheba called out, as she levelled several guards.

"Megatron!" Starscream exclaimed, when he and the others got into the main chamber.

For there he was, the Decepticon Leader, now chained up and reduced to manual labor!

Megatron looked up from his work, and recognized them. " _Starscream_?"

There were Autobots in the main chamber, as well...including Optimus Prime. Just then, Rodimus Prime and his crew entered the mine. "OPTIMUS!" he called out.

"Hot Rod?" Optimus wondered.

"It's Rodimus Prime, now," Rodimus informed him.

"Starscream, what is going on here?" Megatron wanted to know.

"Don't ask me, it was all Sheba's idea," Starscream stated.

"Sheba? She's **_HERE_**? I guess I should have known," Megatron said. Pretty soon, the prisoners were released. Megatron's fusion cannon didn't work, and he couldn't fly or transform. The Autobots' weapons had been deactivated, too, and they could not transform, either.

Eventually, Sheba came into the chamber.

"Okay, let's get the chains off these guys," she said.

She-ra used her sword to free as many Autobots as she could. Blitzwing used his electro-scimitar to free Megatron. Once everyone's chains were off, Sheba led everyone outside, where the Insecticons were just finishing off the last of the Troopers.

"So why are you guys are working with Decepticons?" Ironhide asked Rodimus.

"It's just until we figure out what's been going on," Rodimus explained.

"So, Blitzwing," Megatron began, "What has happened with the Decepticon forces in my absence?"

"Well, up until now, nobody really thought that you _were_ gone," Blitzwing told him.

"How can that be?" Megatron inquired, puzzled.

"Someone made a clone of you, and programmed it to act exactly like you," Sheba told him, "The same thing was done to Starscream, Thundercracker, Skywarp, and anyone else that was taken prisoner. It was the Horde that facilitated the cloning process, but the idea came from someone else."

"Who?" Optimus Prime wanted to know.

"The Quintessons," Sheba replied.

"It's worse than that," Blitzwing added, "These Quintessons captured me once, but I managed to get away. I didn't think of it again for a very long time. Then recently, the Quintessons came to Chaar-where we'd retreated after the battle with Unicron-and offered us energon in exchange for helping them destroy the Autobots. Our new leader Galvatron, who everyone thought was a reformatted version of Megatron, decided to form an alliance with them. But, the Quintessons were using us. While we battled the Autobots, they sent their own Sharkticons to activate a device that would have meant the end of us all. I alone discovered the plan after Galvatron ordered me to give our new allies a status report. I overheard the Quintessons instructing the Sharkticons on what to do and what would happen once they'd carried out those instructions. Fortunately, they did not know that I was listening. If I had gone in to give the report, I probably would have been killed on the spot to keep me from revealing the truth. Instead, I sneaked back out of the ship and tried to warn Galvatron. He didn't believe me, and he pushed me so I fell right among the Autobots. So, in order to stop the Quintessons, I told the Autobots what was going on."

"And we listened," Rodimus Prime interrupted, "I had earlier discovered that the Quintessons, who claim to be our creators, were planning to destroy us. Blitzwing's story made sense."

"But what happened to _YOU_?" Megatron asked Sheba.

"The Quintessons captured me soon after Starscream and I had a really big argument," she stated, "It was feared that I'd find out that you guys were going to be replaced with clones, and spoil the whole plan. I escaped after something went wrong on the Quintesson ship where I was being held prisoner. I found some of the other Decepticons-Astrotrain, Ramjet, Swindle, and the others-and after hearing what they said, I decided to go looking for Blitzwing. That's how I eventually found out that you were all prisoners of the Horde."

Starscream approached Megatron. "I agreed to a temporary ceasefire, but only until we found you. What do you want us to do now?"

Megatron thought for a second. "Well, even if I wanted to fight, my weapon isn't functioning. Besides, this plot that Blitzwing mentioned has me concerned. Perhaps these Quintessons believe that it will be easy to wipe the Decepticon forces out, once the Autobots are gone. In that case, we won't give them the satisfaction! If the only key to our survival is the continued existence of the Autobots, then-as much as I hate to say it-we must stop the Quintessons at all costs, even if it means letting the Autobots live. What do you say to that, Optimus Prime?"

"It makes sense," Optimus told him, "Very well. We will combine our efforts to defeat our common enemy."

"But what about Galvatron? Somehow I don't think he would receive us warmly," Sheba pointed out.

"But the other Decepticons will," Blitzwing added, "We need someone to go and tell them...someone that _WON'T_ be shot on sight."

Megatron suddenly seemed to have an idea. "That's it! Sheba, you go and gather all Decepticons that have ever been loyal to me: Shockwave, Thrust, Ramjet, Dirge, Astrotrain, Soundwave and the cassettes, the Constructicons, the Stunticons, and the Combaticons. Surely they will believe _YOU_."

"I thought you'd never ask," Sheba said happily.

The Quintesson ship that had been adrift since Sheba's attack on it was now being tended to. Several other Quintesson vessels had responded to its automated distress call. Several members of the Quintesson High Command were questioning the one remaining officer on board, whose face seemed to be permanently stuck in the 'death' position.

"So she escaped, did she?" the highest ranking Quintesson commented.

"Unfortunately it was the result of one of Galvatron's uncontrolled rages," the officer stated, "He damaged much of the ship, and inadvertently disabled the anti-magic forcefield. That allowed Sheba to get loose."

"There is only one course of action to take now," the second-ranked Quintesson stated, "Surely she has discovered our activities. The only way to stop her now is to activate the one creature that she cannot defeat."

"You don't mean-?" the Quintesson officer stammered.

"Set course for Eternia," the Head Quintesson ordered, "Make preparations to contain the Star Seed."

Sheba returned to Chaar alone, and immediately went in search of Soundwave. Of all the Decepticons, he had been one of the most loyal to Megatron. She found Rumble and Frenzy, sitting around doing nothing.

"Hi, guys!" Sheba called out.

"Sheba?!" the two of them exclaimed at the same time. They rushed over to her.

"I heard you were back in town," Frenzy told her.

"Where's Soundwave? It's really important that I find him," Sheba said urgently.

"We'll take you to him," Rumble obliged.

When Sheba saw Soundwave, she ran up to him. "I have a message for you from Megatron," she told him.

"Impossible," Soundwave stated flatly.

"Whatever's been leading you these past seven years wasn't really Megatron," Sheba insisted, "It's probably a clone. All the Decepticons that everybody thought had died were actually clones, _including_ Megatron. This means that Galvatron isn't the rightful leader of the Decepticons-he's a plant, put there so that a third party could use the Decepticons for their own ends. The ones who engineered this plan kidnapped me so I wouldn't spoil the scheme. That's why I haven't been around at all these past seven years."

"Are you serious?" Soundwave wondered.

"Hey, have you ever had a reason to doubt me before?"

"No," Soundwave admitted.

"If you really want proof, just read my mind," Sheba offered.

Just to satisfy his nagging curiousity, Soundwave did so. He saw images from her thoughts-the rescue of Starscream, as well as Sheba seeing Megatron at the Energy Mines.

"We must inform the other Decepticons," Soundwave decided.

"My thoughts exactly," Sheba agreed.

The Sorceress of Grayskull felt a tremor in the ground. Quickly, she went to her Mirror of Knowledge. With a wave of her hand, she could see that something was drilling to the core of the planet Eternia.

"Oh, no," she stated, then began using her telepathic communication ability.

Prince Adam seemed preoccupied, and was paying little attention to Orko's latest 'trick' in Man-at-Arms' workshop.

"Adam, what's wrong?" Orko asked, after failing miserably at trying to magically juggle several dozen of Man-At-Arms' tools freehand.

"Shhh-the Sorceress is trying to contact me by telepathy," Adam told him.

" _Adam, please, hurry to Castle Grayskull_!" came the voice of the Sorceress in Adam's head.

Adam turned to the snoozing Cringer. "Come on Cringer, we've got to go to Castle Grayskull."

The big green tiger opened one eye, then groaned. "Oh, not again. That place is creepy," Cringer complained.

Adam drew his sword and held it aloft.

" _BY THE POWER OF GRAYSKULL_!" Something like lightning appeared to strike Adam's sword, and in a flash of yellow beams, with Castle Grayskull's image in the background, he became He-man, and held the sword at both ends.

" ** _I HAVE THE POWER_**!" He pointed the sword at Cringer, and a blast from it struck the green tiger. There was a blast of blinding white light-Cringer had grown a bit bigger and a strange looking protective headgear and saddle appeared on him. He was now the mighty BattleCat. He roared.

"Can I come too?" Orko asked.

"I suppose so," He-man replied.

Not long after they left, Man-At-Arms returned to his shop, and saw the tools still scattered on the floor. " _ **ORKOOOOOOO**_!" he shouted in frustration.

"So what seems to be the problem?" He-man inquired.

"Some strange beings have come to this world, and are drilling to the center of the planet. I fear they may be after the Star Seed."

"You mean that ball of power that Skeletor wanted?" Orko asked.

"Yes," the Sorceress said, "And it is the greatest manifestation of Evil Magic in this galaxy. It has more power than any of us ever dreamed."

"But I though we took care of that thing," He-man stated.

"Evil that strong cannot be that easily overcome," the Sorceress told him, "You did not get rid of it; you were only able to temporarily relocate it. Since then, it has returned to the core of our Planet."

"And now somebody wants it," BattleCat commented.

"And this time, it is not Skeletor that we have to contend with," the Sorceress added, "Look." The Mirror of Knowledge showed the Quintessons.

"Who are they?" He-man wanted to know.

"They are called Quintessons," the Sorceress explained, "They are evil beings that concentrate mostly on two pursuits: Profit, and Revenge. Much harm in this Universe has been done as a result of their activities."

"Well, I guess we'd better get going," He-man said at last, "It looks like they already have a good head-start."

The Sorceress opened a portal to the center of Eternia, and He-man, BattleCat, and Orko went through it. They found themselves near the pedestal where the Star Seed had been, but they were too late. One of the Sharkticons was already carrying the Star Seed back to the drill-probe, and there were literally hundreds of Sharkticons blocking the way. He-man drew his sword and used it to slice through every Sharkticon that he came across, but there was no way he could defeat all of them in time. The Quintessons ended up escaping with the Star Seed, leaving the remaining Sharkticons to keep He-man busy.

"Orko! Can't you come up with a spell?" He-man called out, as another Sharkticon got cleaved right down the middle.

"I'll try!" Orko replied, "Ummm-" He chanted some ridiculous rhyme, and all the remaining Sharkticons were turned to stone.

"I don't believe it...it _WORKED_!" BattleCat exclaimed.

"Well, let's get back to Castle Grayskull and find out what to do now," He-man sighed.

The Quintessons were pleased with the efforts of their Sharkticons, for a change. The Star Seed now lay within a containment field. A small shuttle approached the larger Quintesson ship. It docked, and a small, goblin-like creature emerged.

"You sent for me?" the creature whined.

"Ah, yes, Primacron," the Head Quintesson said, "We need to reactivate Unicron and restore his body."

"Do you have the Star Seed?" Primacron asked.

"Of course."

"Then all that remains is to allow Unicron's head to absorb the Star Seed. Unicron will take care of the rest," Primacron stated.

"But we cannot go near Cybertron without arousing suspicion from the Autobots," the Second Quintesson pointed out.

"That's not a problem. Instead of going there, we'll bring Unicron _HERE_ ," Primacron announced. He took out a device from one of his pockets, and pressed a button on it.

Blurr was at Autobot Headquarters on Cybertron, taking his turn at monitor duty. Suddenly, he noticed something. Unicron's head, which had been visible a moment ago, had just vanished. Quickly, he switched to other views of the perimeter, but found nothing. He immediately radioed Skylynx.

As Rodimus, Optimus, Megatron, and them were still discussing what to do next, Skylynx came over.

"Hate to interrupt, chaps, but I think you'd better hear this," he said. He then activated his intercom. Blurr's overly-excited voice came in loud and clear over the speakers.

" _This-is-Cybertron-calling-Skylynx-something-very-very-weird-is-going-on-here!_ "

"Slow down, Blurr," Ultra Magnus said over Skylynx's radio, "What happened?"

" _Unicron's head...IT'S_ _ **GONE**_ _! Gone-gone-gone-gone-_ _ **GONE**_!" Blurr babbled.

"Oh, no," Rodimus sighed, "That CAN'T be good news."

Unicron's head suddenly reappeared near the Quintesson ship. One of the Sharkticons was dispatched to carry the Star Seed to him. Once Unicron had absorbed the power of the Star Seed, a blinding light enveloped him. It spread, and when it faded, Unicron was once again in Planet Mode.

Sheba and Soundwave had managed to inform all the Decepticons that had been loyal to Megatron of the truth-that Megatron was a separate entity from Galvatron, who was quite possibly a clone. They all promised to side with Megatron upon his return. They were all quite eager to do so, considering Galvatron's instability.

Sheba-in her robotic form-was about to return to Etheria to rejoin Megatron and the others, when suddenly she became aware of a familiar dark force trying to probe her mind. This had happened before, but never when she was awake; it had always been in her dreams. Her eyes began glowing bright red, and she began growling fiercely. She transformed and headed out into space.

"The sooner Megatron gets here, the better," Swindle stated.

"Hey, what just happened to Sheba?" Astrotrain wondered, "It looked for a minute like she was going mad or something."

"Ahh, don't worry about it," Swindle assured him, "She's probably just getting psyched up to kick Galvatron's tailpipe halfway across the galaxy."

Soundwave was not so sure.

Sheba transformed, shook her head a couple of times, and snarled. The fit had passed, and she discovered she was quite a bit off course. She returned to jet mode and corrected her headings to her original destination: Etheria. Suddenly, a warp gate opened near her, and Galvatron, Cyclonus, the Predacons, and the Sweeps appeared.

"You won't get off so easily this time!" Galvatron shouted, then pointed at her, "Trypticon! Take care of her **ONCE AND FOR ALL**!"

The bulky, black T-rex emerged from the Warp Gate and challenged Sheba.

" _Raaaaahhhhhh_! Trypticon _**SMASH**_!" he snarled. He fired his main cannon that sat atop his head. The blast missed her. He then tried swiping at her with his pathetically small arms. She was too quick for him.

"Stop playing around and **_FINISH_** **** ** _HER_** **!**!" Galvatron ordered.

Trypticon tried using a Fire Breath attack. That had no effect at all.

Sheba cast Scan. It showed that while Trypticon's intelligence was around sub-moronic and he was hopelessly slow, he had pretty strong armour and a great deal of Hit Points. The only elemental weakness that showed up was to Earth and Thunder Magic, but only half a point more than fire, ice, or holy. And Earth Magic is of absolutely no use if your opponent isn't touching solid ground. She decided she was going to take him out in three turns. The first thing she did was cast Meltdown, nullifying the protection that Trypticon's armour afforded him. Next she cast Aura, giving her access to her limit break. A hot, yellow-white beam from Sheba's mouth hit Trypticon right in the belly. To Galvatron's chagrin, that was the end of the battle-Sheba's Light Pillar beam took off all Trypticon's HP.

" **I** ** _DON'T_** **BELIEVE IT**!" Galvatron screamed in frustration, " **YOU WILL** ** _SUFFER_** **FOR THIS**!"

"Okayyyyyy," Sheba said, mockingly.

Remembering what had happened the last time they'd tried fighting her, Galvatron and the others retreated back through the Warp Gate. The Predacons formed Predaking and pushed the fallen Trypticon back through it.

"I am afraid the worst has happened," the Sorceress of Grayskull told He-man, "The Star Seed has been used to restore one of the most serious threats to the Universe: the monster Unicron."

"Unicron? Who's that?" He-man wondered.

"An enormous planet that can take the shape of a humanoid robot," the Sorceress informed him, "He has great power, including the ability to devour other worlds. I am afraid even all the Secrets of Grayskull would not be enough to stop him, were he to attack this planet. Even joining forces with Skeletor would not be sufficient."

"Then what do we do?" Orko asked.

"There _MAY_ be a way," the Sorceress replied, "But it will be dangerous."

"But if Unicron devours Eternia, we'll be no better off, unless we relocate everyone," He-man pointed out.

"It will be _VERY_ bad if Unicron ever gets the Secrets of Grayskull," the Sorceress told him, "However, it is said that the power to destroy Unicron completely lies within two Transformers. Which ones, I cannot say. The only one that could reveal that is Elder Prime, the oldest and wisest of the Transformers."

"So how do we get ahold of this Elder Prime?" He-man wanted to know.

"It will not be easy," the Sorceress said, "Long ago, he was imprisoned in a dimensional trap. He has some influence on our world, but can only appear in this dimension under special circumstances. I can open a portal to his dimension. Perhaps you can use it to help him escape."

"I'm ready if you are," He-man offered.

The Sorceress opened the portal. "Beware," she cautioned, "I am not sure what you will find there. That world may hold dangers unlike anything you have ever seen. I can only keep the portal open for a few hours. If it closes, I'm not sure I will be able to open it again for a long time."

"Well, here we go," He-man said, "We'll see you later, Sorceress." He, along with BattleCat and Orko, went through the portal.

"Good luck," the Sorceress called after them.

"Whoa, talk about weirdness," Orko commented. The dimension that they'd entered was filled with swirling dark-blue clouds with purple highlights. The ground was covered with giant, spiky crystalline structures. A large Blue Dragon appeared from behind an outcrop of the crystals and attacked them. He-man deflected the monster's Bolt Breath attack with his sword. Then he grabbed it by its tail, swung it around a few times, and let go. The dragon was sent flying through the air. It did not bother them again. But then, He-man and the others saw something that took their breath away. An enormous winged puma swooped down out of the sky and landed in front of them.

"Who are you and what are you doing here?" he demanded.

"I am He-man," came the reply, "I am searching for one called Elder Prime."

"I am Elder Prime," the creature replied.

"The Sorceress of Grayskull opened a portal from our world so that we could find you and bring you back," He-man told him.

"Ah, He-man. I have heard your name mentioned even here," Elder Prime mused, "I was not able to open my own portal, since my powers in this world are limited by an even stronger force that rules this dimension. But an outsider's portal will allow me to leave this accursed place." He followed He-man and the others back to the portal.

Just as they reached the front of it, a huge flame appeared before them. An evil shape appeared-one that He-man recognized. It was Evil itself...the creature that had tried to enslave the Wizard Malek on Eternia.

" _BAH_! He-man!" Evil spat, "You will not succeed in allowing Elder Prime to escape me!"

"He-man! Your Sword!" Elder Prime shouted, "Use its power on me-then I will be temporarily able to access my full powers in this dimension!"

He-man held aloft his Sword. " _BY THE POWER OF GRAYSKULL! I HAVE THE_ _ **POWER**_!" The beam from the Sword struck Elder Prime, causing him to glow brightly.

" _ **NOOOOOO**_!" Evil shrieked.

Elder Prime cast Warp on Evil. The creature shrieked in anger as it was transported away. They were now free to pass, but the portal was closing! Elder Prime quickly cast Mini on himself.

"Come on, let's _GO_!" he shouted, and he, Orko, and He-man-riding on BattleCat-quickly leaped through the portal. They tumbled onto the floor of Castle Grayskull on the other side.

"I thought you said you could keep the portal open for a couple of hours," He-man said to the Sorceress.

"I would have been able to, if Evil had not been aware of it. He was trying to close the portal the minute I opened it. I had to call on the Secrets of Grayskull to keep it open as long as I did," the Sorceress replied.

"Whew! Talk about a _CLOSE_ CALL!" Orko exclaimed.

"Indeed," Elder Prime added, "Now that I am back in my own dimension, I must thank you all for freeing me."

"How did you end up there to begin with?" He-man wondered.

"It was a long time ago," Elder Prime said gravely, "I was part of an underground movement to free our people from the slavery of the Quintessons. Just days before the uprising was to begin, I was with a group that was trying to sabotage the Masters' Guardian Robots. The Sorcerer, Mara-Al-Utha, caught us. I held him off long enough for the others to escape, but he cast a spell that sent me to that other dimension. Once I was there, Evil sealed most of my powers. I was able to influence a few things in this world, but now that I am back here I have full access to all my powers."

"So you are aware that Unicron has been restored, then?" the Sorceress asked.

"Yes," Elder Prime replied, "And ending the threat posed by his very existence will be more difficult than ever. The Star Seed has not only restored his original power level; it has made him _MUCH_ stronger than before. Even the Matrix alone will not be able to stop him this time."

"Is there _any_ hope then?" Orko wanted to know.

"There is _always_ hope," Elder Prime stated enigmatically, "I **MUST** go to Etheria at once."

As Sheba continued on her way, she was overwhelmed by once again a strange dark force trying to probe her mind. This time the pull of it was irresistible. She kicked in her afterburners and headed towards the source of her torment at full speed. Whether it was the influence of the Dark Force, or Sheba's own emotions revealing a new super-speed ability, she soon found herself facing that which she most hated. It was Unicron, in planet mode. She quickly transformed, still in a rage, and came as close to roaring as she'd ever done in her life. " _COMET 2_!" Four green concentric rings appeared around her, blazing brightly and spreading out from around her. Several Comets came and flung themselves at Unicron. This was not Stocked Magic...this was the Magic of Materia; of Mako Energy. Why she was using that she did not know...she couldn't even think straight. When all the comets had hit, it only caused a total of 2000 HP of damage to Unicron...a drop in the bucket to a Being with literally MILLIONS of Hit Points. Unicron counterattacked with his Nuclear Beam. This attack took off 9999 HP off of Sheba...she felt the full force of it, and it HURT. She cast the Materia version of Ultima. A blast of green energy, filled with small brightly colored green "stars' expanded forcefully from in front of Sheba, encompassing Unicron. That only took off 1200 of his HP. Unicron once again used his Nuclear Beam, taking off another 9999 HP off of Sheba. She then cast Big Guard-an Enemy Skill that puts you in Haste and adds the protection of Barrier and MagicBarrier. The Haste effect enabled her to cast Cure3 before Unicron could attack again.

"Your _puny_ efforts are **FUTILE**!" Unicron taunted.

A portal opened on Etheria, and Elder Prime came out of it. Everyone was in awe of him. The power that he possessed emanated from him so that nobody could mistake who he was. He approached Megatron and Optimus Prime. Prime felt obligated to kneel on one knee in the presence this living legend.

"Elder Prime," Optimus said solemnly, "I am honored to be in your presence."

"As am I," Megatron added. He felt no need to bow or anything, but he was well aware of the kind of power that Elder Prime had.

"I am afraid I do not bring good news," Elder Prime told everyone, "Unicron has regained his body and his full powers. In fact, he is far stronger than he ever was before."

" _Who_ is Unicron?" Megatron wondered.

Elder Prime used his powers to project a holographic image of the monster in planet mode. Slowly it changed into its robotic form. "Unicron is a monster created for destruction," Elder Prime said grimly, "In his planetary form, he devours other celestial objects-mostly inhabited worlds. In his robotic form he is just as deadly, for he is powered by what he devours, and he intentionally searches out worlds that are rich in Mako Energy. That has given him the ability to use Magic, and increased his power far beyond what even his creator intended."

" _MAKO_ energy? What's _THAT_?" Rodimus Prime wanted to know.

"It is the least stable Magic source known to exist," Elder Prime stated, "In its raw, liquid form, it gives off a great deal of light and fills whoever absorbs it with great power. However, overexposure can lead to Madness and death. It is safer in its crystalline 'Materia' orb form."

"How do we stop this Unicron?" Megatron asked.

"He has only one known weakness-the Holy elemental," Elder Prime replied, "And the power of the Matrix is fortified with that element."

"Oh, well, no problem," Rodimus Prime said, "We just go to Unicron, open the Matrix back up, and everything's normal again, right?"

"I'm afraid even the Matrix alone cannot stop Unicron now," Elder Prime said sadly.

A large freighter was passing through the area where Unicron now was. Someone was on board that freighter-someone who recognized a familiar energy signature-a large, purple robot with one eye. "Can it be-?" Shockwave said aloud. He went to talk to the captain of the freighter.

"Are we going slowly enough so that I can disembark here?" Shockwave asked.

"Not for long," the captain replied, "We're going to have to go to lightspeed to avoid Unicron. If you want out here you'd better hurry."

Shockwave exited through the nearest emergency airlock. He then flew towards Unicron.

As he grew closer, he spotted Sheba, currently in the process of casting Freeze. That only took about 900 HP off of Unicron. Since she was still in Haste, she was able to attack again almost immediately. Several white, yellow, and red orbs rose up from nowhere, and were absorbed into her. She disappeared, and a huge metallic Dragon approached...Bahamut Zero. It got into position and used its Tera Flare attack, taking off 6400 HP off of Unicron. The monster planet counterattacked again, this time with a Heartless Angel attack. Sheba immediately lost all but one hit point. Shockwave saw that she was in no condition to continue the battle. He flew towards her, and dragged her away from Unicron. She was too weak to resist. Fortunately Unicron had more important things on his mind. Instead of pursuing and obliterating Sheba and Shockwave, he turned and headed for Cybertron.

"Shockwave calling Megatron, are you there?"

Megatron was momentarily startled by the voice on his radio.

"Megatron, if you are _STILL_ functional..." the voice continued, but Megatron interrupted him.

" _OF COURSE_ I'm _still_ functional, Shockwave," Megatron retorted, "What is it?"

"I have found Sheba, and she's been heavily damaged," Shockwave began.

Starscream let out an audible gasp.

" ** _WHAT_**?!" Megatron exclaimed, " ** _HOW_**?"

"I saw her try to take on a giant planet all by herself," Shockwave replied.

"She was attacking Unicron? That fool," Elder Prime stated, "I warned her."

"Megatron, what are your co-ordinates?" Shockwave wanted to know.

"I can bring them here," Elder Prime told Megatron. He began glowing with a white-hot light, and when the light faded, he was now in robotic form. He then cast Warp, and disappeared. Seconds later, he reappeared, with Shockwave carrying Sheba.

Elder Prime then cast Recover on Sheba. She opened her eyes and looked around at everyone.

"I warned you to beware the Chaos-bringer," Elder Prime told her.

"I'm sorry, I don't know what came over me," Sheba said, "It's like I couldn't help myself."

"That may be," Elder Prime said, "When the Quintessons abducted you the first time, they infused you with Mako energy. Unicron was using that to his advantage. That is why-in your rage-you were only able to access Mako-based Magic. His purpose was not to destroy you, but to turn you to his side. That is why you kept having dreams where he was actually invading your mind. He has been planning to use you ever since you were appointed as Starscream's Guardian."

"Is the reason I couldn't do a lot of damage the fact that I was using Mako spells?" Sheba asked.

"Not really," Elder Prime informed her, "Have you forgotten? In your robotic form, your MagicPower is quite a bit lower. You would have been able to do much more in your organic form."

"But it's impossible for me to battle Unicron in that form, isn't it?" Sheba complained.

"It _IS_ possible, but you would have to be _INSIDE_ Unicron in order to do so," Elder Prime stated.

"And how come I went all crazy like that?" Sheba continued.

"The Magitek Power-the power you were originally born with-is antagonistic to both the Mako Energy inside you and the Mako Energy that powers Unicron. He was able to draw you to him because of that, and the effect of that was to put you in a status effect similar to Berserk. It's like a moth being drawn to a flame. Fortunately, the Magitek energy and the Mako energy in your body have achieved a sort of balance. Unicron used his influence to upset that balance and use it to his own ends. However, there is a way to prevent you from going berserk every time you come in contact with Unicron. You **MUST** have Starscream with you."

"But what good will _that_ do?" Starscream wanted to know.

"The threat posed by Unicron will cancel out the madness and force Sheba to focus on her true purpose-protecting you," Elder Prime told him.

"What do you mean? Are you saying Unicron is a threat to _ME_?" Starscream asked.

"I'm saying **EXACTLY** that. There is more to you than even you yourself know," Elder Prime responed, "Unicron wanted you destroyed from the very beginning. When he unleashed Galvatron, he was not only trying to eliminate the Matrix. That was only half the problem. Why do you think Galvatron's first act upon his arrival on Cybertron was to destroy what he thought was _YOU_?"

"I thought it was because he'd thrown Megatron out of Astrotrain," Blitzwing opined.

" _THAT'S_ WHAT HE **_WANTED_** YOU TO THINK," Elder Prime stated, "Unicron used selective memories from a clone of Megatron to make his servant Galvatron seem like he was once Megatron, and thus, more readily accepted by the Decepticons. No one would even think twice if after the performance on the shuttle, Megatron-or some reconfigured form of Megatron-were to appear and eliminate Starscream. By doing things _that_ way, Unicron avoided the possibility of revealing the fact that it is Starscream's destiny to help destroy Unicron."

" _WHAT_?!" Starscream shrieked in protest, "YOU _CAN'T_ BE **SERIOUS**!"

" _HIM_? HELP DESTROY **_UNICRON_**?!" Rodimus Prime exclaimed, "Whose crazy idea was _that_?"

"Mine," Elder Prime retorted.

"But _why_ Starscream?" Megatron wanted to know.

"He is directly descended-several generations down-from the Decepticon Leader that helped to overthrow the Quintessons," Elder Prime told him, "Although eventually intended for use against Unicron, I gave that Decepticon the power in order to defeat the Quintesson Sorcerer-Mara-Al-Utha-after I was cast into the Dark Dimension. He was able to defeat the Wizard, but at the last minute, Mara-Al-Utha used a very rare, but deadly item on him-the Dark Mist Potion. It drains away life energy rapidly. Because of the power I had given him, the Decepticon did not succumb to the potion for quite some time. However, he was too ill to rule over the Decepticons, and his doom was inevitable, since there was no cure for the Dark Mist Potion's effects. His death was as unfortunate as it was premature; he would have made an excellent ruler. As Starscream is his descendant, the power was transferred when Starscream was born."

"Then how come I've never known about these powers?" Starscream wondered.

"I sealed them, to prevent their misuse," Elder Prime replied, "It was certainly not intended for use against the Autobots. But I will unseal them so that Unicron can be dealt with."

"Hold on a second," Sheba cut in, "Are you saying that Starscream is the rightful heir to the Leadership of the Decepticons?"

"He is; however, Leaders are not born," Elder Prime explained, "They are shaped and molded by programming and years of experience. However, in time, I am certain Starscream will fulfill those requirements. Yes, he WILL lead the Decepticons-when the time is right."

"I don't suppose that will happen anytime soon," Starscream said cynically.

"Megatron was absolutely right," Elder Prime told him, "Desire alone is NOT enough. There is so much more for you to learn. It's a shame there was no one to teach you all you need to know."

"But what do I do?" Starscream said in frustration.

"Listen to those who have more knowledge and wisdom than you," Elder Prime advised, "You must trust Sheba completely. She has within her much knowledge that even she is currently unaware of. That will change when I unseal your powers. But you must not ask her to help you gain Leadership by treacherous means. That will only end in disaster. Things will work out much better for you and everyone else if you let nature take its course, rather than trying to achieve your heart's desire prematurely."

"Come, we waste time with such talk," Megatron stated, "How exactly are we going to fight Unicron? Surely Starscream cannot do it alone."

"He will require assistance," Elder Prime told everyone, "I chose TWO Transformers to work together to defeat Unicron: Starscream-the Chosen One of the Decepticons, and Rodimus Prime-the Chosen One of the Autobots. Sheba will be there to assist, so the other two can focus on attacking. Rodimus will unleash what power remains in the Matrix; Starscream will be using the powers that I have given him. Sheba can attack with Holy, Ultima, her limit breaks, and her most powerful Summoned Monsters when she gets the chance. Primarily, however, she should focus on casting Curative and Support Magic on the other two."

Rodimus Prime and Starscream cast suspicious glances at each other.

"Well, it _isn't_ as if the Decepticons and Autobots _NEVER_ worked together before," Spike commented.

Elder Prime stared Starscream right in the eyes. "Are you ready?" he asked.

"I guess so," Starscream replied.

"Then let your powers be _UNSEALED_!" Elder Prime commanded.

Starscream was at once enveloped in a bright pink light that seemed to emanate from inside him. The visual effect was similar to what happens to a character in Final Fantasy 9 when they achieve Trance...an effect that increases power.

"Hey, look what's happening to Sheba!" Blitzwing exclaimed. For she, too, was being surrounded by the same kind of energy as Starscream was. But that wasn't all. It changed her back to her organic form, and it seemed as though she was growing. Pretty soon she was as big as Megatron-then the growth stopped. The energy that encompassed both Sheba and Starscream was absorbed, but now there was still a faint glow coming from each of them. Starscream stared at his still-glowing hands, at a loss to explain what just happened.

"What's it like?" Skywarp asked.

"Absolutely indescribable," Starscream said slowly, "I feel that I'm much stronger than before. But something else has happened to me, something I can't quite put my finger on. Yes, Sheba, you're right-it's almost as if I just had an injection of Wisdom."

"I didn't say anything," Sheba said, surprised, " _UNLESS_ -you read my thoughts?"

"Can you read anyone else's mind?" Thundercracker wondered.

"No, just Sheba's," Starscream replied. He turned to Elder Prime. "Why is that?"

"Since she is your Guardian, your telepathic link was strengthened when I unsealed your powers. It gave you the ability to read her thoughts-just as she has been able to read yours. This will enable you and Sheba to be of one mind when facing Unicron. That way, no matter what Unicron does, he will not be able to distract you from your mission," Elder Prime informed him.

"Can't you fight Unicron?" Optimus Prime asked.

"I lost the ability to defeat him when I created the Matrix and the Power," Elder Prime stated, "I have the strength to drive him away, but not enough to destroy him. That is the sacrifice I made for the greater good of all Transformers."

Unicron let out an inhuman scream. He sensed that Starscream's powers had been unsealed. " _GALVATRON!_ _ **DESTROY**_ _STARSCREAM_!" he ordered, using his telepathic ability.

Far away, on Chaar, Galvatron held his head and cried out.

"Mighty Galvatron, what is wrong?" Cyclonus asked.

"Must-destroy- ** _AAAGGHHHH_**!" Galvatron hollered, in excruciating pain.

"Destroy what?"

The fit passed. Galvatron now looked at Cyclonus with the coldest look he'd ever been seen wearing.

"Gather all our forces! We must find Starscream...and _**OBLITERATE**_ _HIM_!"

Between the two of them, Optimus Prime and Rodimus Prime decided to take all the Autobots back to Cybertron to await Unicron's inevitable arrival. Spike wasn't sure that Optimus should be trusting Megatron, even now, but there was nothing to be done about it. Elder Prime used his powers to restore the weapons and transformation abilities to any Autobot or Decepticon that needed it.

"But what are you going to do?" Optimus asked, as he started to board Skylynx.

"I must stay with the Decepticons," Elder Prime replied, "What Megatron and Starscream must do will not be easy, and it will require my help. Don't worry, you need not fear any treachery from the Decepticons when I am with them."

"I guess we head for Chaar, then," Blitzwing said.

"Correct," Megatron told him, "You can lead the way, since you know where it is." Blitzwing transformed and headed skyward. Sheba changed back into her robotic form, and did likewise, followed by the three other jets, Megatron, and the Insecticons. Elder Prime came along as well...in his robotic form, although he did not transform.

"I can't believe Starscream was given _that_ kind of power," Spike commented, shaking his head, "What if, after all this is over with, he ends up using it to conquer the Universe?"

"Elder Prime would not allow it," Optimus told him, "He would seal those powers if we were ever in danger from them."

"Just the same, it's pretty shocking," Spike stated.

The other Autobots on Skylynx murmured a similar sentiment.

"Ah hope yer right, Optimus," Ironhide growled.

Galvatron stood in front of the assembled multitude of Decepticons. The regular rank-and-file was present, along with Trypticon, the Constructions, Combaticons, Stunticons, and Predacons. But one Gestalt team was missing.

" _WHERE_ ARE THE TERRORCONS? THEY'RE **LATE**!" Galvatron shouted.

"Umm, Mighty Galvatron, my apologies," Cyclonus began, "They should be here any minute now."

A couple of minutes later, the tardy Terrorcon team showed up and took their place in the ranks...after a particularly vicious tongue-lashing from Galvatron.

"So what's this all about?" Runabout wanted to know.

" _SILENCE_!" Galvatron thundered, "Your mission is to find that fool Starscream, and wipe his very carcass off the face of the Universe!"

A confused look passed over the faces of most of the other Decepticons. They had not seen Starscream alive as Cyclonus, the Sweeps, and Galvatron had.

"So we're chasing after ghosts, now, is that it?" Swindle spoke up.

"YOU **IDIOT**! STARSCREAM IS _ALIVE_!" Galvatron raged, "AND I WANT HIM **DEAD** - _ **PERMANENTLY**_." He was interrupted by the sound of approaching jet engines. The other Decepticons could see Blitzwing, Megatron, and the others approaching.

"Sheba's not going to let you kill Starscream," Rumble pointed out.

"Oh, and what makes you think she can stop me _NOW_?" Galvatron growled.

"Umm, Galvatron, I think you'd _better_ look _behind you_ ," Swindle advised.

"Fool," Galvatron muttered. Then he suddenly cried out as he was tackled by Sheba. She sank her fangs into his shoulder, tearing into his sides with her claws.

" **ALL LOYAL DECEPTICONS TO MY SIDE**!" Megatron called out as he landed.

" **NO! HE'S AN** ** _IMPOSTER_**!" Galvatron cried, still struggling to be free of Sheba's grip, " **I AM YOUR** ** _TRUE_** **LEADER!** "

All the Decepticons that had previously served under Megatron weighed the two possibilities in their minds. Galvatron was powerful, but his increasing insanity threatened to destroy them all. Megatron may not be as strong, they thought, but at least he never went berserk on us like this guy did. In a mad rush, suddenly all the Decepticons-with the notable exceptions of Trypticon, Cyclonus, Scourge, the Sweeps, Runabout, Runamuck, the Predacons, and the Terrorcons...eagerly hurried to stand at Megatron's side.

" ** _NO_**! Cyclonus- **STOP THEM**!" Galvatron ordered.

All the Decepticons that followed Galvatron began firing at the ones who wanted to follow Megatron. Sheba snarled, tossed Galvatron aside, and summoned Leviathan. This caused all the Decepticons that were trying to reach Megatron to disappear into the protective dimension. Then, a bright flash of yellow light appeared, and a glowing blue, round band of water came out of the dimensional gate. In a flash of white light, the water coalesced into the Sea Serpent GF Leviathan. The GF leaped into the air, and the ground uplifted underneath it, forming an earthen stairway. Leviathan settled at the top of the 'stairway' and reverted to its watery form in another blinding flash. The water cascaded down the stairway and hit Galvatron's forces, pushing them back and taking about 7500 HP off of each warrior. This gave the others the time they needed to rejoin Megatron. Several of them tried to embrace Sheba all at once-never had they been so happy to see her.

Galvatron got up, facing the deserters and their leader. His gaze settled on Starscream. Unicron suddenly seized his mind and tortured him.

" _You will need power to destroy Starscream_ ," Unicron said in Galvatron's head, " _I now give it to you_." Immediately, everyone noticed that Galvatron was glowing with a bright iridescent light. He charged forward, oblivious to the laser blasts that were now levelled at him. It was obvious to everyone that he was headed straight for Starscream, so Sheba blocked his way. However, he transformed to laser cannon mode and fired. The beam burned a deep hole in her side, and the force of the blast tossed her back like a rag doll. She screamed in agony when the blast hit, and Starscream felt like everything was happening in slow motion.

" ** _NOOOOOOOOOO_**!" Starscream shrieked, half in pain, which he felt through his telepathic link to Sheba, and half in sheer fury at seeing this happen.

Elder Prime now took the forefront in the battle, which allowed Starscream to run to Sheba and assess her damage. Elder Prime cast Meltdown on Galvatron, causing the Vitality Zero status effect.

"Why is that creature _any_ concern of **YOURS**?" Galvatron sneered at Elder Prime.

"I am the First of _ALL_ Guardians," Elder Prime stated, "If one of them is in mortal danger, it is I who protect them. You will pay for what you have done."

"Elder Prime, let me," Megatron began, "I must regain control of the Decepticons. To do that, I _must_ defeat him."

"As you wish," Elder Prime agreed.

"You know you cannot win," Galvatron gloated, "However, I will enjoy taking care of _you_ as well."

"We will see about that," Megatron said defiantly, and fired his fusion cannon. It hit Galvatron in the shoulder. Galvatron responded by firing his weapon, missing his target. The two big Decepticons then charged at each other, but as they wrestled, it was clear that Galvatron had the upper hand.

Elder Prime cast Curaga on Sheba, healing her wound. She got up and tried to run towards Galvatron and Megatron.

" **NO**! Megatron! YOU **_CAN'T_** WIN! HE'S _TOO_ _STRONG_!" she protested.

It took both Starscream and Elder Prime to restrain her.

"Look, this is Megatron's fight," Starscream told her, "And you're **MY** Guardian, not his."

"But he's getting killed out there!" Sheba persisted.

"Trust him," Elder Prime assured her, with a knowing look in his eyes.

The battle went on for several hours, and nobody else dared so much as move. It was plain to everyone that Galvatron was wearing Megatron down. Soon, rather heavily damaged, Megatron got thrown towards his followers. He was too exhausted to stand.

Galvatron stared at him momentarily.

" _GOOD BYE_ ," he hissed coldly, and transformed to his laser-cannon mode.

Megatron tried to get up, but couldn't lift himself very far off the ground. He suddenly began laughing, almost maniacally.

Galvatron-still in cannon form-paused.

"Don't think you will have beaten me so easily," Megatron said resolutely.

" **BAH**!" Galvatron snorted, and fired. It was a direct hit. Megatron was thrown even farther back by the blast. All his hit points were taken off. Galvatron transformed and was ready to start gloating over his victory. But suddenly, a tiny angel appeared-as though it floated down from Heaven itself-and touched Megatron. Galvatron watched in complete shock as Megatron proceeded to get up. However, the damage that was still apparent on Megatron indicated that he only regained a few of his Hit Points. The air seemed to go wavy in front of Megatron just as he 'resurrected', and a strange flying puma appeared. She fired a Flare Beam from her mouth, hitting Galvatron dead center.

" _ **AAAAAAGHHH**_!" Galvatron screamed. The beam easily took off 15,000 of Galvatron's HP.

" _YOU_ have a _GUARDIAN_?!" Galvatron exclaimed, reeling from the attack.

"Starfire! It's _SO GOOD_ to see you again!" Megatron said, addressing the newcomer. Starfire cast Triple Curaga on Megatron. Galvatron grabbed his head and began screaming in agony again...Unicron was torturing him.

 _"Destroy them_ _ **ALL**_ _if you have to_!" Unicron told Galvatron telepathically.

Galvatron fired his cannon at Starfire. The beam had no effect.

" _ **WHAT**_?!" Galvatron shouted in surprise, "You're _INVULNERABLE_?"

"Oh, want some more, do ya?" Starfire snarled, "Very well! _DARK FLARE_!"

Several round green orbs with red cores appeared around Starfire, and spun out in all directions. She (and everyone behind her) disappeared, and a large blue dragon swooped down out of the sky...the GF Tiamat. It hovered in mid-air just above Galvatron, and then fired its Dark Flare attack from its mouth. The attack took 8700 HP off of Galvatron. Tiamat disappeared, and subsequently Starfire and the others reappeared.

"There's only _one_ way for you to beat him," Starfire told Megatron, "And you know what that is. Are you ready?"

"I'm ready," Megatron replied.

Starfire began glowing until she was enveloped in a bright yellow light. It appeared as though she was transforming herself into pure energy. In this form, Starfire was absorbed into Megatron's body. However, Megatron didn't look any different.

"What did Megatron and that other Guardian just do?" Blitzwing wondered.

"They have Junctioned," Elder Prime replied, "This way, they can fight as one, and Megatron can legitimately share Starfire's power."

"Then why hasn't he done this before?" Thundercracker wanted to know.

"Few Transformers ever actually Junction their Guardians," Elder Prime explained, "When a Guardian Force is Junctioned, they occupy a certain portion of the mind of the Junctioner. This results in the Guardian and the Junctioner having complete access to each other's thoughts. This prospect is often too frightening for some Transformers to attempt the Junction in the first place."

Megatron now faced Galvatron. He could feel his Guardian's power coursing through his circuits.

"Ready for a rematch?" Megatron taunted.

"Bah! I'll destroy you anyway!" Galvatron snorted. He fired his cannon. The beam simply glanced off of Megatron. Galvatron's jaw dropped. " **NO**! It's **NOT** POSSIBLE!" he complained.

"Oh, I assure you that it _is_ ," Megatron countered, and fired his own weapon, hitting Galvatron in the left hip.

" ** _AAAGGGHHH_**!" Galvatron screamed, and fell to his knees. The damage that he'd already sustained from Starfire's attacks left him unable to counterattack or even defend himself. Megatron kept firing until Galvatron was crippled, unable to stand. He lay motionless on the ground, and his air-intake was coming in shallow gasps.

" ** _GALVATRON_**!" Cyclonus wailed in despair.

Megatron now stood ready to fire a finishing blast.

" **NO**!" Elder Prime shouted, "YOU **MUST NOT** KILL HIM!"

" _What_?!" Megatron protested.

"Galvatron is not acting of his own will! He's under Unicron's control!" Elder Prime informed him, "Killing him will have grave consequences that I cannot yet reveal. So you must trust me."

Megatron grudgingly lowered his weapon. "Very well," he conceded. He turned his attention to Galvatron's followers.

"Your leader-such as he was-is defeated," Megatron stated, " ** _I_** am now the rightful leader of the Decepticons."

The Predacons and Battlechargers crossed over to Megatron's side.

"We follow whoever is strongest," Razorclaw growled. But the Terrorcons inexplicably took to the air and left.

Cyclonus stood defiantly where he was. "I follow **_no-one_** but Galvatron," he insisted stubbornly. Scourge and the Sweeps agreed with him.

"Take them prisoner, then," Megatron ordered. The Predacons, Constructicons, Combaticons, and Stunticons each merged into Predaking, Devastator, Bruticus, and Menasor. The four huge Gestalts then grabbed Galvatron, Cyclonus, and as many Sweeps as they could hold, then took them all to the brig. Elder Prime cast a long-lasting Sleep spell on them so they would not escape. The next thing Megatron did was disengage the Junction he had with Starfire. She solidified in her organic form right beside him.

"What is your command, Megatron?" Soundwave now asked.

"I think Elder Prime should explain the situation first," Megatron told him.

All the Decepticons now sat down-and the Gestalt teams separated-and focused their attention on Elder Prime.

"Decepticons, the threat to your very survival comes not from the Autobots," the wise, old Organic Transformer began, "Your true enemies are Unicron and the Quintessons."

"But the Quintessons said they'd help us destroy the Autobots," Motormaster interrupted.

"They were using you," Elder Prime continued, "Once the Autobots are out of the way, they will destroy you as well."

"I'd like to see them try," Wildrider scoffed.

"I cannot yet tell you exactly what the Quintessons have planned for you, should the Autobots ever be eliminated," Elder Prime told him, "But trust me, when they destroy you, it will _NOT_ be in battle. And it will certainly **_NOT_** be painless. It will be the most horrifying, gruesome end you can imagine." Here he shot a glance at Deadend, who winced noticeably.

"So you're saying our only chance is to join forces with the Autobots to defeat the Quintessons?" Ramjet wondered.

"Precisely," Elder Prime said, "And they are not the only threat. The monster Unicron has been re-activated. It will take the combined power of two Transformers-one Autobot and one Decepticon-to completely eliminate the Chaos-Bringer and the threat he poses to our Universe. If the Autobots and Decepticons do not co-operate, then we are ALL doomed." He paused to let his words sink in.

"But the Autobots won't let us rule the Universe," Rumble complained.

Elder Prime sighed. "I must wait to explain the Quintessons' role in your desire to rule until after Unicron has been dealt with. Then I can address both Decepticons and Autobots at the same time. But for now, while we work together, I will take any treacherous action against the Autobots very seriously. Anyone who takes this opportunity to do _any_ harm to the Autobots or their human friends will be _severely_ punished. Have I made myself clear?"

The assembled Decepticons murmured reluctantly in agreement.

"Good," Elder Prime stated, "Now we must head for Cybertron. It is imperative that we prevent Unicron from reaching it."

"We're going to do _WHAT_?" Powerglide exclaimed.

"Wham-bang, join forces with the Decepticons? That's zoweee, unbelievable!" Warpath added. All the Autobots on Earth had made it to Cybertron, and many had been pleasantly surprised that their long-lost comrades were in fact alive...including Optimus Prime. But they were not pleased with the news that Megatron was functional and was in fact a separate entity from Galvatron. In fact, Prime had just finished explaining that in order to defeat Unicron, the Autobots and Decepticons would have to work together.

"We have no choice," Optimus informed them, "Besides, Elder Prime will not allow them to double-cross us."

The Autobot and Decepticon forces met on an asteroid not far from Cybertron. There was general uneasiness between the two groups, but the mere presence of Elder Prime kept them in awe and generally out of mischief.

"So what's the plan?" Optimus asked Elder Prime.

"Rodimus Prime, Starscream-step forward," Elder Prime commanded, "You too, Sheba." They did as he asked.

"The fate of the Universe is in your hands alone," Elder Prime told them, "You must co-operate completely when you face the Chaos-Bringer. If you do not, you will fail, and Unicron will destroy you. Do you understand?"

"Yes," Rodimus Prime and Starscream said together.

"Rodimus Prime, bring out the Matrix," Elder Prime requested. Rodimus Prime opened his chest and removed the Matrix, holding it out towards Elder Prime.

"It needs some of its power replenished," Elder Prime decided, so he began glowing. Two beams, one from each of Elder Prime's eyes, directed a flow of power to the Matrix, causing it to glow more brightly. Satisfied that the Matrix was now at full capacity, he shut the beams off. "Rodimus Prime, you must focus on attacking with the Matrix. Starscream, you must use your strongest attacks from the power I have given you. Now remember, Unicron has a great weakness to Holy. Unsealing your powers has now granted you access to a new limit break: Pearl Beam. It is the strongest Holy attack in the Universe. It will easily do five times the damage of an Ultima Beam simply because Unicron is weak against its element. I suggest you use it often. Sheba, your role will be mainly to cast Curative and Support magic on both Rodimus Prime and Starscream...especially the Aura spell. If you are quick enough, you can also level some attacks against Unicron as well. I will lend you my most powerful GF, Griever. Use him well. Oh, and Starscream...if by some misfortune Sheba is knocked out, you will have to revive her quickly or Unicron will overwhelm you."

"Of course," Starscream agreed.

Sheba reacquired the GFs that she'd been lending out to Blitzwing, Skywarp, and Thundercracker. Then Elder Prime gave her Griever before she changed into her robotic form.

"Now it is time for you to face Unicron," Elder Prime announced. He cast Warp on Rodimus, Starscream, and Sheba. They vanished from sight.

"Good luck," Optimus said quietly.

Starscream and the others materialized right in front of Unicron. As soon as he detected them, he let out an inhuman-almost monsterlike...scream.

"I guess it's now or never," Starscream said.

Sheba started the battle by summoning Cerberus. The Counter Rocket summon put both her and Starscream in Triple. Next, Rodimus Prime opened the Matrix and directed a constant beam of its power at Unicron. Starscream skipped his next turn so Sheba could cast Triple Aura. That enabled Starscream to access his Limit Break. He fired the Pearl Beam from his hands. Unicron grew angry and cast Meteor. That took about 3500 HP off of each of his opponents. Sheba hurriedly cast Triple Curaga. Starscream used the Pearl Beam again, causing Unicron to cry out again. The monster planet then counterattacked with Nuclear Beam on Starscream, taking off 9999 HP. Sheba cast Curaga on Starscream. The Aura effect wore off, so Starscream cast Triple Haste to speed things up. Immediately Sheba summoned Doomtrain. Unicron saw his three opponents vanish, then he found himself in the path of a locomotive with a ghoulish face on it. It hit Unicron-not doing that much damage, but it did put Unicron in Slow and Vitality Zero. Unicron counterattacked by using a Light Pillar beam on Rodimus, instantly knocking him out. Starscream was going to use another attack, but he realized that if Rodimus was not revived at once they may never get another chance to do so. So, instead of using an attack spell, Starscream cast Full-Life on Rodimus. This enabled Sheba to summon Eden. The Eternal Breath attack took a good 54,000 HP off of Unicron, who by now was very angry. He used this opportunity to transform out of his planet form to his robot mode. Once he'd fully transformed, some green energy-orbs surrounded Unicron, and he seemed to be directing something towards them with his hand.

"Hey, what's that attack he's using?" Rodimus asked, while resuming his attack with the Matrix. Immediately, dark, crushing energy waves enveloped them, and it seemed as though each of them was being crushed by a black orb of rapidly imploding energy. Most of their Hit Points were sucked away by this attack.

"It's the Gravija spell!" Sheba called out, "Diablos uses this attack when he's not Junctioned to anyone. It's a powerful Gravity attack that only leaves us with a few HP. Starscream, you're going to have to cast Triple Shell after I heal everybody up!"

Sheba cast Triple Curaga, then Starscream obliged with the Triple Shell, which would protect them from the brunt of most of Unicron's magic attacks. Sheba then cast Triple Regen so their HP would fill back up by itself gradually.

"How much longer is this going to take?" Rodimus wondered.

"How should I know?" Starscream retorted, as he cast Holy. That took 9999 HP off of Unicron.

Sheba summoned Griever, and the GF's attack-Shockwave Pulsar-did 20,000 HP worth of damage to Unicron. "Well, if you REALLY want to know, I can cast Scan at my next turn," she told Rodimus.

Starscream cast another round of Holy; then Sheba cast Scan.

This was the information Sheba gained from the Scan Spell:

UNICRON

A giant intelligent Monster Planet that devours other worlds Is even more powerful in robot mode Extremely difficult to defeat due to high HP and powerful Magic attacks

Level: 75 HP left: 900,000,000 Absorbs Fire Strong Vs. Ice and Wind No Effect: Gravity Weak against Thunder Very Weak against Holy

" _ **NINE HUNDRED MILLION HIT POINTS**_ _?_?!" Starscream spat, " _THIS IS GOING TO TAKE_ _ **FOREVER**_!"

Elder Prime had set up a special mirror so that all the Transformers present could watch the battle with Unicron. Everyone sat quietly, their eyes transfixed on the screen. Just as it finally seemed that Starscream and the others' HP had finally climbed back up to normal from the Regen spell, Unicron used a strange new attack: Terra Break. This is the same devastating attack used by the legendary Omega Weapon. Both Starscream and Rodimus Prime were knocked out by it, while Sheba's HP were barely hanging on by a thread.

"Sheba had better hurry up and _DO SOMETHING_ ," Kup growled.

And she did-she cast Double Full-Life to revive Rodimus and Starscream at the same time. Rodimus immediately resumed his attack with the Matrix, while Starscream dutifully cast Curaga on Sheba. However, because Sheba was still under the Shell effect, it only restored about 1500 of her HP, leaving them in the Critical range. It couldn't be helped, really-getting knocked out had removed Starscream's Double and Triple status. Sheba used the opportunity to unleash a Limit Break attack...Ultima Beam.

"Whoa, that's a powerful beam," Runamuck commented as he watched.

"Take it from me, you _DON'T_ want to find yourself on the wrong end of it," Headstrong told him.

"What happens if they lose?" Swindle spoke up.

"Unicron will turn Sheba against us all," Elder Prime replied, "And even I will not be able to stop her if he does. He knows how to unleash her full potential."

Elder Prime stared at the monitor for a while before realizing something.

"Sheba and Starscream are not using their Magitek powers or Mako spells either!" he exclaimed, "They'll _NEVER_ get ahead unless they starts using them  NOW!"

Sheba was right in the middle of summoning Cerberus when she and Starscream felt Elder Prime contact them telepathically.

"Sheba, Starscream...you MUST start using your Mako and Magitek powers. _YOU_ _ **CAN'T**_ _WIN WITHOUT THEM_!" Elder Prime urged, "Use the Mako Shield spell...it is the ONLY way you can last long enough to defeat Unicron."

" **OF COURSE**! Why didn't I think of it _BEFORE_?" Sheba realized suddenly. After Cerberus put Starscream back in Double and Triple again, he cast Triple Pearl-the Magitek version of Holy. It did more damage than the stocked Holy spell did. Sheba then cast Triple Shield. Unicron then unleashed his next attack...another round of Terra Break.

" **NO**! IT'S **_NOT_** POSSIBLE!" Unicron bellowed in protest, as the attack had absolutely no effect. Starscream cast another round of Triple Pearl, and Sheba then summoned Eden, taking off another good chunk of Unicron's HP. In fury, Unicron cast Meteor. No effect. In desperation, Unicron cast Dispel. That removed the Shield from Rodimus Prime, but Sheba quickly re-cast the Shield. Unicron was now busy devoting all his energy to casting Dispel.

Sheba tried to cast Aura on Starscream, but the Shield blocked it. So she merely waited until Unicron had Dispelled Starscream's Shield before re-casting Aura. Unicron then quickly cast Maelstrom. It didn't do that much damage, but Starscream noticed something was wrong when he tried to use his Limit Break. Sheba noticed that there was this odd darkness flashing over him.

" _HOW COME I CAN'T USE MY LIMIT BREAK?_!" Starscream cried out.

"Maelstrom causes the Curse status effect...that prevents you from using your Limit Break. I'll have to use Esuna to remove the effect," Sheba informed him. Immediately after Sheba cast Esuna, Starscream unleashed his Pearl Beam Limit Break. Fortunately, Sheba was able to re-cast Shield on Starscream before Unicron could attack again. As a matter of fact, Starscream had time to use his Limit Break three times in a row before Unicron cast Dispel on him again (removing both the Shield and the Aura effects). Suddenly, Starscream had an idea.

" _Don't cure me up the next time Unicron attacks me! And don't re-cast Shield until I tell you to!_ " he told Sheba telepathically.

"Are you NUTS?!" Sheba exclaimed.

"No, trust me. I have a plan," Starscream told her.

"Okay, fine," Sheba replied.

Unicron cast Heartless Angel on Starscream, reducing him to 1 HP.

"Sheba...NOW! Cast the Shield! And KEEP CASTING IT if Unicron Dispels it!" Starscream called out.

Sheba did as he asked. Since Starscream's Hit Points were in the maximum Critical range, he could now use his Limit Break at each turn. This enabled him to attack much sooner even than the Haste effect usually allowed.

Unicron was beside himself with anger and pain as ten Pearl Beams hit him in rapid succession. The power of the Matrix had been slowly eating away at his HP, and the only relief he'd gotten from that was when Rodimus Prime got knocked out. And Sheba now seemed to be one step ahead of him when he tried to attack. If he could disrupt Sheba's mind-as he had done several times before-he could get the drop on Starscream and Rodimus Prime. So, instead of continuing his regular attacks, Unicron tried once more to get into Sheba's head.

" _You cannot resist me_ ," Unicron told Sheba telepathically, " _It is your Destiny to serve_ _ME_."

Because of his telepathic link to Sheba, Starscream heard it too. He could feel Sheba trying to resist the Chaos-Bringer. But that resistance was slipping away.

" **SHEBA!** _ **DON'T**_ _LISTEN TO HIM_!" Starscream practically shouted into Sheba's mind.

Sheba fought to maintain control over her own thoughts. She heard Starscream call out to her. That seemed to help. Unicron's voice was not as powerful now. However, once the Chaos-Bringer realized that, he redoubled his efforts.

"What's going on?" Rodimus shouted, and noticed that Sheba had become as limp as a dish-rag. Slowly, she seemed to be getting pulled towards Unicron.

"That's right...come to me," Unicron said, "Come fulfill your true destiny."

"Does this mean Unicron now has control of Sheba?" Kup asked, as he watched the proceedings along with everyone else.

"If he does, then we are all finished," Elder Prime stated.

Starscream watched in horror as Sheba seemed to be getting closer and closer to Unicron. Then, suddenly, Sheba seemed to snap out of it. She transformed to Jet mode and headed straight down Unicron's throat. Once she was inside, she transformed once again, then realized something. "There's an _ATMOSPHERE_ in here! That means-"she exclaimed, and in a blinding flash of light she switched to her organic form.

" _ **NOOOOOOOO**_!" Unicron hollered. Several rope-like things with pincers at the end came out of the wall and headed towards Sheba. Quickly she summoned Alexander. The Holy Judgement attack destroyed the "ropes' before they even reached her. Now Sheba concentrated her efforts on casting attack spells on Unicron from the inside. She started with the Magitek version of Ultima. That took off 9999 of Unicron's HP. Now that her MagicPower was at its peak, she could do much more damage. She unleashed a flurry of Pearl Spells that caused Unicron to send out some more defense mechanisms. Sheba easily took care of them with a well-placed Ultima Beam. Sheba then cast the Magitek version of Flare. That took off 7999 of Unicron's HP.

Starscream suddenly realized that Sheba was okay-he sensed that she had regained control of her mind. He then resumed his attacks with his Pearl Beam Limit Breaks.

"That was a _brilliant_ strategy," Elder Prime commented.

"What?" Ultra Magnus wondered.

"Sheba tricked Unicron into thinking he had control over her. So, when she got pulled close enough, she got inside of him so she could change back into her organic form."

"What good does that do?" Springer asked.

"Sheba's Magic Power is much greater when she's organic than when she's a robot," Elder Prime explained, "But, she could not fight Unicron in her organic form while she was in outer space. She had to use her robotic form, which severely limited her options. But now that she is able to use her organic form, it definitely tips the odds heavily in our favor," Elder Prime told him.

Unicron was so distracted by Sheba's presence inside him that he was unable to attack Rodimus or Starscream effectively. Fortunately, Sheba was still able to cast Support and Curative magic on Starscream and Rodimus Prime. Several of Unicron's defenses did manage to get a hold of Sheba and tied her up for a bit, but she was so strong that she easily tore through them. She used Ultima Beam on the surrounding walls to prevent any more of Unicron's defense ropes from attacking her. Then she continued damaging Unicron's body by casting Pearl and summoning Alexander. Unicron tried casting various attack spells on her, but she was resistant to most of them and was quickly able to Cure herself up from the ones that did any significant damage.

Several hours later, Sheba cast a Scan spell to determine the state of Unicron's Hit Points. Then, she contacted Starscream telepathically.

" _Time to unload on him...he's_ _ **ONLY**_ _got 100,000 HP left_!" Sheba said earnestly.

While Unicron was preoccupied with trying to attack opponents in two different places at once, Starscream continued to pound him with his Pearl Beam Limit Break. For her part, Sheba summoned Eden. Once the Eternal Breath attack was complete, Unicron seemed to shudder violently. Cracks were forming in his outer exostructure. Rodimus kept the power of the Matrix trained on the Chaos-Bringer. One last Pearl Beam hit, and Unicron began breaking apart.

" _ **NOOOOOO**_!" Unicron howled, " _CURSE YOU_ FOR FOILING **MY DESTINY**!" The white Holy light spread and shattered his body completely...including his head. In a massive explosion, Unicron was vaporized. Great billowing clouds of white light enveloped the area.

Great cheers erupted on the asteroid where the Autobots and Decepticons were, as they watched the complete annihilation of Unicron for themselves. But then, something hit them-a sudden realization. _**WHAT**_ _HAPPENED TO THE GUARDIAN? Had she been destroyed?_

Starscream panicked. The telepathic link had suddenly been severed. " **NO**! Sheba was _STILL_ IN THERE!" he realized. Tears came to his optics as a terrible thought entered his mind.

Eventually the cloud of Holy energy and particles cleared. There was no sign of Sheba anywhere. Rodimus Prime, having closed the Matrix once again and returning it to his chest, turned and saw the look on Starscream's face. He could tell that Starscream was fighting hard to keep his composure, but the tears flowing from the Jet's optics were unmistakable. He found it hard to believe that a Decepticon was showing any evidence of concern for someone other than himself. Suddenly, Sheba reappeared before them out of nowhere-in her robotic form. In that exact instant, the telepathic link was restored.

" **SHEBA!** _YOU'RE_ _ **ALIVE**_!" Starscream cried out happily. Sheba returned his eager embrace.

"Of course I'm alive," Sheba told him.

"What happened?" Rodimus Prime cut in, " _How_ did you survive that?"

What had happened to Sheba was this: As Unicron came apart, some of Sheba's GFs came out. Ifrit, Shiva, Diablos, and Siren surrounded her and took her to the Protective dimension.

"Why did you do that?" Sheba asked them.

"You are our mistress," Ifrit stated, "It is our duty to see that you survive-just as it is yours to see to Starscream's well-being. This is the only way you can survive the explosion."

"Why the four of you? What about the others?" Sheba wondered.

"That's all that was needed," Shiva informed her, "The others will get their turn to do the same...should the opportunity ever arise again."

As soon as the danger was past they teleported her back to the proper dimension.

"I was afraid I'd lost you for good," Starscream told Sheba.

"And you don't know _what_ you'd do without me, right?" Sheba added.

Starscream smiled as he realized she'd been reading his thoughts.

Elder Prime then teleported Sheba, Starscream, and Rodimus Prime back to the asteroid where everyone was waiting. "You have done well," he told them, "Thanks to your ability to co-operate, Unicron is no more. But this is only the beginning. Now comes your true test...the test of whether the Autobots and Decepticons can work together to successfully end the threat that the Quintessons pose to your kind. For make no mistake-the instant that either Autobots or Decepticons are wiped out, the Quintessons will have an unsurmountable advantage over the remaining faction. I now must make our council complete." Elder Prime cast a group Teleport Spell, and the entire party was transported to Chaar. At a word from Elder Prime, several Decepticons were sent to retrieve Galvatron, Cyclonus, and the Sweeps from the brig.

"Bring forth the prisoners," Elder Prime commanded.

Galvatron and the others, chained up and struggling against their captors, were brought forward so Elder Prime could stare right into their faces.

"FOOL! RELEASE ME AT ONCE OR-" Galvatron began, but Elder Prime cut him off by casting Silence.

"Or you'll _WHAT_?" Elder Prime retorted, "Your power is nothing compared to mine. I could obliterate you and your followers immediately if I chose to."

Galvatron opened his mouth to protest, but no words came. The Silence spell had left him unable to speak.

"Any of _YOU_ have anything you want to say?" Elder Prime asked, glaring at Cyclonus and the Sweeps. They wisely held their tongues.

"Good. Now it is time for you to listen. You have been tricked. The Quintessons that claim to help you destroy the Autobots are even now preparing for your destruction as soon as the Autobots are gone," Elder Prime told them.

Galvatron was trying really hard to talk, so Elder Prime cast Esuna on him to see if what he had to say was anything important.

" _AAAAAGH_! I **KNOW** the Quintessons cannot be trusted!" Galvatron fumed, "And I will destroy _THEM_ as soon as the Autobots are finished! The Quintessons are no match for the might of the Decepticon Army! Crushing them will be easier than crushing the Autobots!"

"You are a fool if you think that your end will come in battle," Elder Prime stated, "That is _NOT_ how the Quintessons will dispose of you. They would not be so foolish as to attempt to eradicate you with military might. That is not their way."

"Well, how, then?" Cyclonus wondered impatiently.

"There are several contingency plans; however the primary means by which the Quintessons will achieve their goal is by destroying the Decepticon forces from the inside out," Elder Prime informed him.

"Inside out?" Cyclonus exclaimed, "Does this mean that there are traitors in the Decepticon ranks?"

"There are. And most of them don't even know it," Elder Prime replied.

"And WHO ARE these- _TRAITORS_?" Galvatron demanded.

Elder Prime stared directly into Galvatron's eyes. "Your own Sweeps," he stated grimly.

" _ **WHAT**_?!" Galvatron shrieked, "Free me at once so I can TERMINATE THEM!"

"B-but, it's NOT TRUE!" Scourge protested, "I have NO IDEA what he's talking about!"

Elder Prime went right up to Galvatron. " _HAVEN'T_ YOU BEEN **LISTENING**? I SAID _they AREN'T EVEN_ _ **AWARE**_ _OF IT,_."

"You're wasting your time talking to _HIM_ ," Springer interrupted, "Galvatron's a certifiable nut case."

"I am aware of that," Elder Prime said, "However, that is easily remedied." He cast Restore on Galvatron, who then began calming down and started looking less like a deranged maniac.

"Galvatron's right," Cyclonus stated, "If the Sweeps are traitors, they must be eliminated."

"NO!" Scourge cried, "I'M _NOT_ A TRAITOR! I WOULD **_NEVER_** -" He was cut off by Elder Prime.

"Destroying them won't be necessary," Elder Prime told him, "Allow me to explain the Quintessons' plan in detail. It is a LONG story, since its beginning is at the dawn of Transformer civilization."

"Well, we might as well hear it," Optimus Prime said.

"Agreed," Megatron added, "This might prove to be quite interesting."

So, Elder Prime began the story. "When our people first encountered the Quintessons, there was only one race of Transformers. Our ancestors had lived together peacefully for a long time. The Quintessons came to Cybertron in the guise of merchants, but soon they found a way to take control of the planet and enslave the population. Nobody suspected what they were up to until it was too late. At first, the Quintessons had used enslaved Transformers mainly for menial tasks. However, they soon grew bored and decided to diversify the functions of their slaves. This led to experiments in cybergenetic manipulation that eventually resulted in the separation of our people into two distinct races: the Autobots, which were mainly used for slave labor; and the Decepticons, which were originally intended as battle-loving gladiators that would fight for the Quintessons' own amusement without objecting. Soon they grew dissatisfied with this achievement as well. What they really wanted was slaves and gladiators that could function without requiring rest or recharging. They commissioned a Quintesson by the name of Mara-Al-Utha to find a way to do this."

"Hey, wasn't that the name of the Quintesson that got banished for sorcery?" Blaster spoke up.

"The same," Elder Prime continued, "You see, a Scuxoid trader sold Mara-Al-Utha some strange green stones with red cores. These were no ordinary stones. They were Magicite Shards-the leftover remains of powerful Magic-using beings called Espers. Mara-Al-Utha had heard that the power contained in the Magicite shards bonds particularly well with Machines. He developed a formula-using the Magicite fragments-that he believed would create tireless slaves. He added some foreign DNA to the formula in order to impart certain other characteristics into his test subjects. Seven Transformers were given this first formula. Only one survived."

"Only one? Why? Who survived?" Optimus Prime wondered.

"I alone survived the first Magitek infusion," Elder Prime stated, "You see, once I was like you-an ordinary robot. When I was given the formula, my body changed into that which you see before you. The other six weren't strong enough to handle the vast power that the original formula contained. That is what made me more powerful than all the others that came after me. The Quintessons realized that the formula was too dangerous at its current concentration, so they watered it down a bit to prevent the test subjects from dying. Once they perfected the formula, they began altering Transformers in earnest, especially the females. Since it is not unusual for an altered Organic female Transformer to have multiple offspring, the Quintessons preferred to use them over the unaltered ones. That is why ordinary female Transformers are so rare. However, the original intent of the Magitek infusion was never realized. Mara-Al-Utha had made a tactical error. Magitek power can _only_ be replenished by resting, or by using special items. Therefore the requirement for rest still remained-the very thing the Quintessons were trying to circumvent. Mara-Al-Utha was disappointed, but the discoveries he made during his research into Magitek power enabled him to become a powerful sorcerer. My powers enabled me to escape from the lab I was being held in, and I helped form an underground resistance movement. Two Autobots were willing to act as insiders, pretending to be slaves while working against their masters...Beta, and Alpha Trion. During this time I found out about the Chaos-Bringer, and his preference for attacking worlds rich in Mako Energy. Since Mako power and Magitek power are antagonistic to one another, I created the Shell of the Matrix and filled it with some of the Magitek power I had been given, in the hope that it would be enough to defeat Unicron. That hope was lost when Unicron devoured a particularly Mako-rich world. Some Decepticons had joined the Rebellion as well, and one of them seemed to be the right choice to bestow extra Magitek powers upon. He was Firefox-the first Decepticon Leader. With his help, we were able to rally the rest of the Decepticons to our cause. I gave him the other half of the power needed to defeat Unicron during a raid on Mara-Al-Utha's laboratory. The Quintesson sorcerer was stronger than I had predicted. To ensure that the others could escape, I gave Firefox the power and then challenged Mara-Al-Utha to a Sorcerer's Duel. During that battle, the Red Wizard, as he now liked to call himself, cast a spell that threw me into a dimensional rift; one from which I could not escape. Evil itself ruled this dimension, and he sealed most of my powers to prevent me from leaving. I was able to influence events in my own dimension, which primarily focused on making Guardians out of several of the most powerful Organic Transformers. It was not long after this happened that the Quintessons were driven from Cybertron. But the treachery of Mara-Al-Utha had been underestimated. During the battle to liberate Cybertron, Firefox used the power I gave him to challenge Mara-Al-Utha. Firefox prevailed, but Mara-Al-Utha used a rare and deadly potion at the moment of defeat. It was called the Dark Mist Potion. It drains away life energy rapidly, and there was no known antidote. When Mara-Al-Utha rejoined the other Quintessons, they blamed him for the rebellion and the subsequent defeat at the hands of their former slaves. To punish him, they banished him to another dimension shortly before leaving Cybertron. Ever since then, the Quintessons have been plotting their revenge."

"But where do the Sweeps come in to this?" Cyclonus wanted to know.

Elder Prime sighed. "Please, everything will fall into its proper place." Then he went on.

"The Quintessons had deliberately made Decepticons much more aggressive than Autobots. That way, if the slaves ever overthrew their masters, the Decepticons would eventually become bored and try to take over. It was reasoned that it would be easier to get rid of what they assumed was the weaker faction...the Autobots...first. Now all that remained was for the Quintessons to find a way to destroy both factions without having to face either of them in battle. Surely you are familiar with the Sharkticons?"

"Of course," came several voices.

"The Sharkticons were _not_ the first attempt the Quintessons made to create a type of Transformer that could devour robotic forms," Elder Prime continued, "That rather dubious honor belongs to the Sweeps."

"But didn't Unicron create us?" Scourge asked.

"No," Elder Prime stated, "He merely blocked your memory banks so he could brainwash you into believing that you belonged to him. All of you: Scourge, Cyclonus, Galvatron, and you other Sweeps, pre-existed in your present forms before Unicron caught you. That all started when Unicron devoured the Quintessons' original planet. In exchange for sparing their lives and any world they might choose to inhabit, the Quintessons were to do Unicron's bidding. At that time, there was no threat to Unicron's existence. When the Quintessons chose Cybertron as the planet they wanted for themselves, Unicron agreed to spare it. After I created the Matrix and the other Power, Unicron learned of it and ordered the Quintessons to help him deal with this new threat. Just before the Quintessons were driven from Cybertron, they had created a carnivorous, predatory, and yet highly intelligent Transformer; the first of the Sweeps. Even their Cybergenetic DNA is predatory in nature-it doesn't matter if a female is Autobot or Decepticon, if her mate is a Sweep, all male offspring will be Sweeps as well. The purpose of that was to slowly replace ordinary Transformers with these creatures. In order to facilitate the replacement, the Sweeps were genetically programmed to attack and devour all other Transformers. However, it was discovered that mature Autobots are unpalatable to Sweeps. While this was a disappointing development as far as the Quintessons were concerned, it was mitigated by the fact that the Sweeps' favorite prey turned out to be Decepticon Seeker Jets. After being driven from Cybertron, the Quintessons kept a few Transformers with them for research purposes. After claiming the planet of Quintessa as their new home, they finally succeeded in producing a rather large number of Sweeps. Some, the ancestors of Scourge and the others, escaped. The Sweeps that didn't get away were promptly subjected to a form of surgery where all their higher functions-language processing, logic chips, abstract reasoning-were shut down, rendering them all as mindless as wild animals. It was then that they decided to create a carnivorous Transformer that would eat Autobots, and that was smart enough to follow orders, yet not smart enough to question them. The result was the Sharkticons. Meanwhile, on Cybertron, the Decepticon Leader Firefox died two years after the Liberation. With no-one to rule them, the Decepticon population quickly plunged into chaos and despair. A Decepticon by the name of Shockwave...one of Firefox's descendants that had been produced in a Quintesson laboratory...decided that something drastic had to be done. He felt he lacked the charisma to lead the Decepticons himself. His mate, a Guardian named Crystal, was already with child; but a leader was needed immediately. So, Crystal used Magic to enhance her offspring. That way the child would be born mature, with all the knowledge and power necessary to take on the task of Leadership. Thus Megatron was born. But Crystal told no-one that she was carrying _TWINS_. She had cast a sleep-spell on the occupants of her womb so they would be unaware of their origin. There was some delay between Megatron's birth and the birth of the twin. The Quintessons had learned of this through Unicron and were ordered to take one of the offspring-the twin. They sent a small team of Sharkticons down to Cybertron using an experimental cloaking device. The Sharkticons then used a tranquilizing gas on Crystal to render her and the remaining twin unconscious, then forced the twin out using a drug the Quintessons had sent with them. The gas lasted long enough for the Sharkticons to take the Twin to the Quintesson ship, where he was injected with a powerful robotic tranquilizer before he could awaken. While he was still unconscious, the experimental cloaking device overloaded, causing the reactor core to become unstable. The power failure that resulted enabled the Quintessons' only other prisoner-an organic Transformer named Leona-to escape. She was able to switch to her robotic form and take the still-unconscious Twin with her. Not long after the escape, the ship exploded, leaving no survivors. Leona had seen to that."

"But _WHO_ is this _TWIN_?" Megatron wanted to know.

"The twin, is _GALVATRON_ ," Elder Prime informed everyone, "Leona took him to Chaar. She helped him to survive there, but she herself did not last long. The Quintessons had experimented on her extensively, and had found a way to cause her to age at an exponential rate. A few hundred years after Leona's death, I appointed a Guardian for Galvatron. Her name was Lightstreak. I sent her to Chaar to make sure that he survived to fulfil his destiny. He ended up falling in love with her, and Cyclonus was the result. During this time, Galvatron found an Autobot Outpost and began stealing energon from them. However, several years later, Lightstreak became ill and died unexpectedly. That forced Galvatron to leave Cyclonus by himself when he went to steal more energon. Soon afterward, the Quintessons attempted to steal Cyclonus, but the Sharkticons they sent to do the job were thwarted by the appearance of Scourge's father...Slash. He did not think it was right to devour other Transformers, and strictly enforced this rule on his pack. When he saw the Sharkticons attacking a young and rather helpless Cyclonus, he held them off until Galvatron had returned from his latest energon-raid. That is how Galvatron and the Sweeps became acquainted. After the unfortunate death of Slash, which Scourge blamed on the Autobots, the Sweeps formally joined Galvatron and Cyclonus in their fight against the Autobots. Not long afterward, Unicron devoured a planet that Galvatron and his army were fighting the Autobots on. Unicron allowed the Autobots to escape, but blocked their memory banks so that his plan would work. Then, he held Galvatron and the others in stasis, and the Quintessons came to implant a special override chip in the brains of Scourge and the Sweeps. This chip would only activate if all the Autobots in the Universe were gone. Then, it would slowly cause the Sweeps to subconsciously target and destroy Decepticons one by one until they were completely eliminated. After that, the chip would sever all higher functions, turning all the Sweeps feral and thus no further threat to the Quintessons. Unicron did not care what happened to any of the Transformers; had Galvatron actually destroyed the Matrix, his usefulness to Unicron would come to a swift and painful end. The only problem now was to replace Megatron with Galvatron. To accomplish this, Unicron ordered the Quintessons to capture Megatron and several other Decepticons with him-it didn't matter which ones-and replace them with more easily destroyed clones. The only requirement was that these clones have an actual part of the original Transformers' life force, and all the memories contained therein. This would ensure that the clones would not be distinguishable from the originals. From there, it was a simple matter of transferring _SELECTED PORTIONS_ of Megatron's memories-using the clone-to Galvatron while blocking out all Galvatron's prior memories."

"But why couldn't Unicron just use Megatron?" Rodimus Prime asked, "Why go to all this trouble?"

"Because Megatron has a Guardian," Elder Prime replied, "And she is powerful enough to keep Unicron from influencing him. When Galvatron's Guardian died, that left him vulnerable to Unicron's influence. As a matter of fact, I think Unicron _KNEW_ that Galvatron's Guardian was going to die, and _WHEN_."

Everyone turned and looked at Megatron. Starfire was sitting beside him quietly, soaking up all the information.

" _YOU_ are Megatron's Guardian?" Optimus Prime exclaimed, as he stared at Starfire, "Why haven't I seen you before?"

"Megatron and I have an _understanding_ ," Starfire replied, "I only come to his aid if he is in grave mortal danger, and then, usually just to re-cast the Life3 spell. That is what enables him to 'resurrect' from a normally near-fatal experience-like when his shuttle blew up on the way to Cybertron. He is too proud to admit to others that he needs assistance from me, which is why I stay out of sight, and I am forbidden to directly assist him in his goal of Universal Conquest."

"But how come _WE_ got captured, too?" Ratchet asked.

"The Quintessons decided to re-enslave you," Elder Prime stated, "But in order to do so, they had to ensure that their activities would not be discovered. Therefore they made clones of all the Transformers that they had planned on stealing. Once the clones were destroyed, any hope the originals had of being rescued was almost completely gone. However, Unicron specifically told them NOT to make a clone of Starscream. He was planning on using Galvatron-brainwashed with selected portions of Megatron's memories-to destroy Starscream without arousing suspicion. You see, everyone knew of the power of the Matrix. This was not so with Starscream's power. If Unicron had explicitly requested that Galvatron destroy Starscream, it would have aroused suspicion. Galvatron would have wondered _WHY_ Unicron would concern himself with a 'weakling' like Starscream. If he had indeed discovered Starscream's powers, he would probably have tried to gain access to them. Unicron could not afford any more complications. So, instead, he merely implanted all the memories of Starscream trying to overthrow Megatron, culminating in the events that transpired after the battle at Autobot City. This alone would be enough to provoke Galvatron into immediately eliminating Starscream. The circumstances surrounding the destruction of the Starscream clone were such that nobody questioned what happened. The Quintessons themselves made sure that none of the clones had any memory of Sheba; this was to ensure that nobody went to look for her. It was essential that the Quintessons neutralize her or she would have spoiled the entire plan. However, they knew of Starscream's power through Mara-Al-Utha, and they feared that even if Sheba were restrained that somehow she could prevent his destruction. But even IF Sheba could have been completely prevented from fulfilling her duty, and had it been the _REAL_ Starscream that Galvatron had tried to destroy, I would have unsealed Starscream's powers on the spot."

"There _IS_ another reason why Unicron couldn't use Megatron to destroy Starscream," Starfire spoke up.

"Oh, really?" came several voices at once.

"Tell them," Starfire said to Megatron.

Megatron sighed. "Oh, very well," he conceded, "Starscream is my son, as are Thundercracker and Skywarp."

" ** _WHAT_**?!" Starscream shrieked. Thundercracker and Skywarp stood there, speechless, with their mouths agape in complete shock.

"It's true," Megatron continued, "Starscream, Thundercracker, and Skywarp were all born at the same time. Starfire is their mother-and my mate. If I were to destroy Starscream for any reason, Starfire would never forgive me."

"Why don't I remember that, then?" Starscream demanded.

"The reason for that started shortly after you were born," Megatron said, "One night, Shockwave had been searching the depths of Cybertron in search of some old records. He came upon an Organic Transformer cub that looked like it was only a few hours old. At the same time, while I was asleep, a voice came to me in a dream and told me that I would soon be in possession of an Organic Transformer cub. This voice instructed me to raise this little cub as my own, for she would be Starscream's Guardian. When I awoke, Shockwave returned, carrying the cub. I brought her to Starfire so she could take care of her. We named the cub Sheba."

"THAT WAS _ME_?" Sheba burst out, "But then, what about my parents? What happened to THEM?"

"That I do not know," Megatron replied, "But you got along quite well with Starscream and the other two. However, while you were all still quite young, some strange alien beings appeared suddenly in an abandoned Spacecraft Hangar where you were playing, and attempted to steal all of you. Starfire, Shockwave, and I fought to keep those strange, Shark-like robots from carrying out their task. We managed to keep them from taking Thundercracker, Skywarp, and Starscream. But at the last minute, just as I had tackled the robot that had Sheba, a strange, corkscrew-shaped ship appeared out of nowhere-almost as if it had been invisible-and the door opened. A five-faced, tentacled creature was behind the door, and it used a tractor-beam pistol to grab Sheba and pull her inside the ship. I was still fighting the Shark-robot and by the time I had defeated it, it was too late. The ship vanished, and Sheba was not seen until her appearance on Earth. Starscream and the others got so upset that Starfire thought it best to block all their memory banks up to just after Sheba was taken. That was just before I embarked upon my goal of Universal Conquest."

Sheba looked imploringly at Elder Prime. "Can _YOU_ tell me about my parents?" she asked.

"They were both of full Decepticon Heritage," Elder Prime informed her, "Your father was a powerful Seeker Jet, distantly related to Megatron, and your mother was an Organic Transformer. They both perished at the hands of Quintesson treachery. Mara-Al-Utha has a limited ability to see into the future. He had been using this ability to feed information to the other Quintessons, in the hopes that they might revoke his exile. He found out that I was going to appoint you as Starscream's Guardian. When the Quintesson High Command learned of this, they decided to kill your parents so that you would not survive. Your father was poisoned by contaminated energon. Your mother was similarly poisoned soon after she gave birth to you. The reptilian robots that the Quintessons sent would have finished the job, but Shockwave was approaching and they could not afford to be discovered. Your mother had hidden you well and it took them a long time to find the general vicinity that you were in. They fled without actually finding you."

"But how is it that Shockwave found me?" Sheba wondered.

"It was I that enabled him to find you," Elder Prime replied, "My intervention was something the Quintessons had not counted on."

"Yes," Shockwave mused, "I did find it odd that I found Sheba so easily. It was almost as if something was _LEADING_ me there. I came to an area in the depths of Cybertron that provided lots of cover-the ideal place for a mother to hide her cubs. It was almost as if my subconscious was giving me directions. I located her in the midst of a pile of rubble. When I saw her, something in the back of my mind told me I should take this cub to Megatron."

"What I've always wondered," Optimus Prime began, "Is _HOW DID_ Sheba come to be on Earth?"

"That was Mara-Al-Utha's doing," Elder Prime said, "When the Quintessons had first captured Sheba, they decided to change tactics because Unicron wanted to use her, once Starscream was out of the way. So, instead of killing her, they tried making her more powerful by giving her Mako Energy infusions, as Unicron had requested. This disrupted the delicate balance of Magitek energy in her body, causing her to go out of phase. Mara-Al-Utha was temporarily brought back from exile, as he was the foremost expert in Magic. He used his powers to dissolve Sheba's body completely, giving it the Shadow-DNA ability, and sending her to a random planet somewhere in the future. I eventually discovered which planet, and was able to restore her by magically transporting huge chunks of pure Cybertonium just above the Earth. The Cybertonium would strip away the Shadow DNA, and thus return Sheba to her true form. The Quintessons were angered by what Mara-Al-Utha had done, for he had his own agenda, and planned on recovering Sheba himself so that he alone could control her, and so they promptly returned him to the dimension of his banishment."

Sheba looked like she'd suddenly remembered something. "My _DREAM_! What about my dream?!" she asked.

"Dream?" Megatron wondered.

"Ah, you want to know why you've had basically the same nightmare many times, ever since you were restored," Elder Prime said, "There _IS_ a reason for that, you know."

"But what does it mean?" Sheba wanted to know.

"First, I think I should enlighten the others as to the content of that dream," Elder Prime stated. He began glowing, and suddenly an enormous round crystal appeared. It was swirling with blue and purple colors, and it was so big that it was about half the height of Omega Supreme. "Each of you, put a hand on this crystal," Elder Prime instructed, "This will enable you to see what Sheba saw in her dream. The images will be disturbing, but I want you to fight the urge to pull away. What this dream reveals is of the utmost importance."

Each Transformer stepped forward and placed a hand on the crystal, including Galvatron and his followers. Immediately they could see what Sheba had been experiencing all these years-the barren, dark landscape, the reddish tinge of the lighting, and the motionless images of all the Decepticons. Far away on a cliff, a hooded, cloaked figure stood. It lifted up its arms-which were completely concealed by the robe the figure was wearing-and a blast of energy emanated from it. The shockwave that was created turned the motionless Decepticon images into dust.

"This is _HORRIBLE_ ," Astrotrain remarked.

"I can't believe I'm seeing this," Bumblebee stated.

"What is the meaning of this?" Megatron wanted to know.

"The key to this dream isn't who's there," Elder Prime said, "It's who's NOT there."

"But we're all there," Rumble replied.

"Yes, all the _DECEPTICONS_ are there," Elder Prime told him.

"The _AUTOBOTS_?" Starscream realized, "That's _IT_! There are  NO Autobots in this dream."

"Precisely," Elder Prime announced, "Everything you just saw will come to pass, _IF_ the Autobots are ever exterminated. Even Sheba will not be able to prevent your destruction then."

"What _IS_ that thing?" Skywarp wanted to know, "That hooded figure on the cliff, _WHO_ is it?"

"That is Mara-Al-Utha, the Red Wizard," Elder Prime stated, "If the Autobots are ever completely destroyed, he will be able to gain even more power. Several things hold his power in check. One is the Matrix, and the other is the continued existence of _BOTH_ Autobots  AND Decepticons. It is your very existence that limits his power."

"How are we supposed to conquer the Universe NOW?" Scourge complained.

Elder Prime sighed. "The desire of the Decepticons to conquer and rule the Universe is something the Quintessons _DELIBERATELY_ inserted into your programming," he said, "That way, should the Quintessons ever be overthrown by their slaves, the two sides would soon be at war with each other, eventually allowing the Quintessons to scheme and manipulate the circumstances so that eventually both sides would be destroyed. However, the desire itself is not the entire problem. It is what you _CHOOSE_ to do with that desire that has gotten you where you are today. Your desire for conquest is nothing more than an overdeveloped instinct to fight-an instinct that CAN be used for constructive purposes. Your desire to _RULE_ is based on your firm belief that all other life forms-including the Autobots-are inferior, and thus are _MADE_ to serve _YOU_. That also is the result of Quintessons tampering with your programming, but that can fortunately be fixed."

The Decepticons gasped at the accuracy of Elder Prime's assessment of their collective attitude.

"But that's impossible!" Huffer whined, "Nothing can change the Decepticons."

"But something already has," Elder Prime told him.

"What?" Huffer continued.

"Their exposure to Sheba," Elder Prime explained, "Because she spent some time in Human form, she was able to understand the "flesh creatures'. When she returned to her true form, she could see from both the perspective of a Human and a Decepticon. Her interactions with the other Decepticons contained insight she had gained as a Human that she otherwise would not have had. She was able to share this with the others. Plus, her devotion to Starscream and concern for the safety of other Decepticons in general did not go unappreciated. Although the Decepticons may not admit it, this _HAS_ made some small difference. It will still take time for old attitudes to fully change, but I believe it is possible for the Decepticons to co-exist peacefully with other life-forms."

The Terrorcons had gone to the main Quintesson ship to report to their _true_ masters.

" **BLAST**! THEY HAVE DISCOVERED _ALL_ OUR PLANS!" the Head Quintesson sputtered, with his face in the "Anger" position, "Perhaps it is time we revoked Mara-Al-Utha's banishment. The Terrorcons alone will not be able to stand up to the other Transformers, especially not with Elder Prime around."

The other Quintessons agreed, and opened the portal to the world that Mara-Al-Utha was trapped on. The Red Wizard had built himself a new castle, and the highest-ranking Quintessons now approached it, with some of their guards. The mindless, magically-animated wooden guards that the Red Wizard had created allowed them inside.

"To what do I owe the pleasure of your appearance?" the Red Wizard wanted to know.

"Elder Prime has escaped from the Dark Dimension," the Head Quintesson replied, "And we need your assistance to stop him. He may have already succeeded in convincing the Autobots and Decepticons to cease fighting each other. Therefore, we are allowing you to return to our dimension so that you may help us destroy the Transformers once and for all."

"I will need the Dark Mist Potion to do it," Mara-Al-Utha stated, "And I have none of the ingredients here. The items needed are rare and thus extremely difficult to come by."

"We will assist you in assembling the required ingredients," the Head Quintesson assured him, "To make sure you have enough to destroy not only Elder Prime, but also the Leaders of the Autobots and Decepticons, and that blasted Guardian Sheba as well."

Elder Prime suddenly snarled.

"What's wrong?" Sheba asked.

" _ **NO**_! They have released the Red Wizard from his Dimensional Prison!" Elder Prime exclaimed, "Mara-Al-Utha can defeat us is if he finds a way to make some more Dark Mist Potion. We  MUST prevent him from assembling all the ingredients!"

"So you're saying that we have to prevent the Quintessons from taking some of the Poison Swamp water here on Eternia?" He-man asked the Sorceress. She had called He-man back to Castle Grayskull the minute the Red Wizard was back in their dimension, and knew of the Wizard's propensity for using such things as the Dark Mist Potion.

"It is but one of many ingredients for the potion," the Sorceress stated, "If only _ONE_ ingredient is missing, the potion will not work."

"Well, preventing them from taking swamp water is gonna be pretty hard," Orko said, "That swamp is _BIG_."

"But for the purposes of the potion they can really only use the water from a certain spot in the swamp," the Sorceress explained, "It is a small enough area for you to be able to defend it."

"We'll probably need some help," He-man decided, "Orko, you go back to the Palace and see if you can get Ram-Man, Man-E-Faces, Teela, Man-At-Arms, and Cyclone to meet us at the Swamp."

Zidane, Vivi, Freya, and Quina were on their way from Lindblum to Alexandria to meet Steiner, Amarant, Eiko, and Dagger. Kuja was just a distant memory, and Zidane was feeling proud of the accomplishment. He sat back in his makeshift chair on the Airship relaxing. Presently, Vivi ran up to him.

"Zidane, come quick!" the Black Mage exclaimed.

"What is it?" Zidane asked sleepily.

Vivi pointed to a weird-looking ship shaped like a corkscrew-drill.

"I've NEVER seen an airship like _THAT_ before!" Freya stated.

"That's no airship," Zidane said, "It's a STARSHIP!"

"Looks like it's headed into the Mist Valley near the Evil Forest," Vivi commented.

"In that case, we should warn whoever it is about the dangers of the Forest," Zidane said, "Okay, let's follow them."

The Quintesson Ship-for that is what it was-opened up, and several Sharkticons and guards, along with the Red Wizard, stepped out.

"One of the ingredients is close by," the Wizard told the guards, "The Mist here was once dangerous and plentiful, but now all that is available is concentrated Mist that has been accumulating in a certain plant in this forest." He was interrupted by the approach of Zidane and company.

"Hey wait!" Zidane called out, "That forest is _DANGEROUS_! The monsters aren't all that friendly."

"Umm, Zidane," Vivi began, "That's a _WIZARD_. And I don't think he's very friendly, either."

"I don't have time for the likes of you," the Red Wizard snorted, "There is something in this forest that I must have. And _NOTHING_ will stand in the way of my acquisition of it. Sharkticons, _DEAL_ with those _pests_."

Five Sharkticons immediately attacked the four travellers. Freya leaped into the air to commence her Spear attack. Zidane stole a Hi-Potion from one of the Sharkticons, then Vivi zapped it with a Thundaga spell. Quina then tried eating the Sharkticon.

" **I NO CAN EAT**!" Quina complained. One of the Sharkticons then transformed to Shark mode and charged at Quina.

"Yeah, well it looks like it's gonna try to eat _YOU_ ," Zidane shouted.

Freya's Spear attack sliced the attacking Sharkticon in half. One of the other Sharkticons hit Zidane with its ball-and-chain mace. The damage it did was enough to send Zidane into Trance, and he promptly used his Grand Lethal Dyne attack. That did away with all the Sharkticons.

"Quick, after the Wizard!" Vivi cried, "He's **EVIL**! If he's after something, we'd better make sure he _DOESN'T_ get it!"

Elder Prime began to organize the assembled Transformers into smaller teams. This was so he could send them to stop the Quintessons from getting the necessary ingredients to the Dark Mist Potion.

"The Constructicons will go to Eternia with Megatron, Starfire, Optimus Prime, ,Skyfire, Bluestreak, Hoist, Tracks, Blaster, and the Autobot cassettes. The ingredient to be found there is Poison Swamp water. Whatever happens, _STAY_ _OUT_ _OF THE SWAMP WATER_. It is very dangerous. Now, Starscream, Sheba, Ramjet, and Blitzwing will go with Sunstreaker, Sideswipe, Springer, and Perceptor to Gaia. There you must prevent the Red Wizard from taking concentrated Mist from a plant monster in the Evil Forest in the kingdom of Alexandria. Galvatron, Thundercracker, Astrotrain, and Cyclonus will go with Rodimus Prime, Kup, Prowl, and Brawn to the Shinra reactor at Mt. Nibel. There is a rare kind of Materia that Mara-Al-Utha needs to power the machine to make the potion with. Dirge, Skywarp, Soundwave, and the Decepticon cassettes will go with Red Alert, Arcee, Bluestreak, and Powerglide to Esthar. The Quintessons are after a particular potion manufactured by Dr. Odine, which is basically an attempt to re-create one of the rarer ingredients. The Aerialbots and the Stunticons will be sent to Earth. There they must keep the Quintessons from landing and acquiring a certain rare stone. The Predacons, as well as Mirage, Hound, Ultra Magnus, Wreck-gar, and Broadside will go to Chaar. There is something in the caves that is one of the rarest ingredients of all. The Quintessons MUST _NOT_ get their tentacles on it. Thrust, Shrapnel, Kickback, Bombshell, and Reflector will be sent to the Esper World with Sandstorm, Bumblebee, Spike, Grimlock, and Swoop. I fear that the Red Wizard may enter there and turn all the Espers into Magicite. If he succeeds in turning one particular Esper into Magicite, he must _NOT_ get the resulting Magicite fragment. A small scraping off that stone is what he needs to add to the potion. The Combaticons and the Protectobots shall be sent to Cybertron. There is an ingredient there as well, and it lies deep within the planet. The rest of us will be available if something happens. If one of you is rendered temporarily inoperative and there is no way to immediately revive that person, I can teleport that person here and send a replacement, if necessary." Once he finished speaking, he teleported the various groups to their assigned destinations.

"I don't know how I got _STUCK_ with you guys," Thrust complained, as his group materialized. Then he seemed to realize something. "Oh. Sheba just sent me a GF and some Magicite and Materia," he said. Thrust equipped the GF Leviathan, and distributed the Magicite and Materia amonst the other team members. He grudgingly gave Spike the Fire, Ice, and Restore Materia, since he knew that's what was expected of him.

"Whoa, this place is weird!" Bumblebee exclaimed.

"It's _BEAUTIFUL_!" Spike added, "I've never seen plant life like this before...and the colors!"

"Me Grimlock say this no time for sightseeing," Grimlock growled, "Look." He was in T-rex mode, and he pointed into the sky with one of his diminutive arms. A tell-tale Quintesson Ship came out through a Warp-Gate.

"Let's go!" Sandstorm shouted.

"Halt," came a voice behind them.

Everyone turned to see several bizarre creatures eyeing them suspiciously. One of them appeared to be a huge humanoid creature with birdlike features.

"Who are you?" Spike wondered.

"I am the Elder Esper Garuda," the Esper replied, "You are not from this world. How did you come to be in our dimension?"

"We were sent by Elder Prime," Bumblebee stated, "We have to stop a sorcerer from getting the ingredients to the Dark Mist potion."

Garuda trained his gaze on Thrust. "I sense a familiar power within you," he said to the Decepticon, "Was your kind altered with Magicite?"

"I-I-I guess so," Thrust stammered, "But Sheba trained me how to use it as well."

"I see," Garuda mused, "That ship that just appeared, are these the servants of the Sorcerer you wish to defeat?"

"Yes!" Spike said impatiently, "We _HAVE_ to stop them."

A horde of Sharkticons suddenly appeared and charged towards them. Thrust summoned Leviathan to push them back, taking off about 3200 HP of each of the attacking Sharkticons (water attacks only do half damage to Sharkticons). Kickback lived up to his name, going around and knocking over Sharkticons with his powerful kicks. Sandstorm and Bumblebee used the Materia they were carrying to cast Bolt 3 and Comet 2. Grimlock and Swoop used flamethrower attacks as well as their own teeth. Shrapnel and Bombshell tried eating the Sharkticons, but weren't getting very far with that. Every time one of them started chewing on one, three more would surround them and try to take a chunk out of _them_. Finally Shrapnel had enough and started using his Giga Volt attack. Bumblebee got hit with a Sharkticon mace and Spike had to cast Cure 3 on him. The Espers were not idle; they cast powerful spells like Meteor and Ultima. The Sharkticon army was easily flattened in only 5 turns. Suddenly, a beam came out of nowhere and hit one of the Espers. Instantly the Esper became a Magicite fragment. Several more beams hit some of the other Espers, also transforming them into Magicite shards.

"The Sharkticon army was only a diversion!" Spike realized.

Thrust transformed to jet mode, and he and Swoop hurried to gather the Magicite fragments as they floated towards the Quintesson Ship. One last fragment was left to be gathered, and as Thrust headed for it, a blast hit him from one of the ship's cannons. He transformed and fell to the ground. He tried running towards the ship, but he ran into a forcefield. It was too late; the last Magicite fragment was already on board the ship, which now powered up and retreated through the Warp Gate.

The others came running up to Thrust.

"Bah, I almost had it," he moaned, then cast Cura on himself.

"But was it the right fragment? You know, the one that they need for the potion," Bumblebee wondered.

Thrust shook his head. "How am I supposed to know?"

"This place reminds me of Chaar," Cyclonus commented, as he and the others followed the path up through the Nibel Mountains.

"Yeah. Dark, dreary, barren-" Kup began.

"Okay, okay, I think we get the idea," Thundercracker told him crossly.

A huge green dragon suddenly blocked their way.

"I don't think there are any of _THOSE_ on Chaar, are there?" Rodimus asked.

"No, there aren't," Galvatron snapped.

The Dragon used its Flamethrower attack on Galvatron.

" ** _AAAAGH_**!" Galvatron screamed. The attack had taken off 1200 HP. Luckily, Sheba had transferred the GF Shiva to Thundercracker during the teleportation sequence, and he quickly cast Diamond Dust. Shiva's ice-based attack took off all the dragon's HP. As they continued on their way, various monsters attacked...some were like bugs, others looked like they were half-bird and half-pterodactyl. Occasionally they ran into more dragons, but Astrotrain and Thundercracker were well prepared.

"I guess all that Magic training Sheba dragged me along to is paying off," Astrotrain remarked. Presently they reached the highest point in the Nibel Mountains...the peak where the Mako Reactor was located.

"Looks like nobody's here," Prowl observed.

"Well I guess we wait then," Rodimus Prime sighed.

The Eternia Team met He-man and the others at the edge of the Poison Swamp. Not a moment later, a horde of Sharkticons descended upon them. He-man grabbed one of the Sharkticons by its tail and swung it around for a bit before tossing it towards its fellows. Skyfire took to the air, transformed, and began strafing the multitude of Sharkticons.

"Constructicons! Transform and Merge into Devastator!" Megatron ordered. Once Devastator had formed, he began crushing any Sharkticon within reach.

He-man's friend Cyclone used his whirlwind ability to suck several Sharkticons into a vortex, carried them some distance away, and let them drop.

"Hey guys, check this out," Ram-Man said, as he bounced forward and knocked down several dozen Sharkticons like dominoes.

"Nice work, Rammy," BattleCat commented, then leaped suddenly so that two attacking Sharkticons ended up crashing into each other.

There were so many Sharkticons that they were starting to crawl up Devastator's legs. He tried stomping on them, but for each one he crushed, two more seemed to take its place. The ones that got on his legs did some damage with their razor-sharp teeth, forcing Devastator back. He then opened fire with his eye-lasers.

Starfire certainly had her paws full too; as the only Magic user of the group, she was casting the most powerful Attack spells she knew. But she was finding she had the same problem that Devastator had-there were so many Sharkticons that no matter how many she melted down with Ultima or a GF summon, twice as many took their place. The sheer numbers of Sharkticons were slowly pushing everyone back.

Megatron looked behind himself briefly and then realized something. "They're trying to force us into the swamp!" he exclaimed.

Optimus Prime and his fellow Autobots were blasting away furiously with their lasers.

"Aww, man, there ain't nowhere to go after this!" Blaster moaned, as he saw that only a few feet separated them from the toxic waters of the swamp.

Starfire quickly began casting Float on all the humans, Autobots, and on BattleCat as well. That was to prevent anyone from actually getting forced into the water. Megatron transformed to gun mode and allowed Optimus Prime to use him to blast a group of Sharkticons that was getting much too close.

"They just _KEEP COMING_!" Bluestreak complained, "How are we gonna _STOP_ these things?"

Devastator took to the air and stuck to using his eye-lasers to get the upper hand on the Sharkticons. However, a Quintesson shuttle passed overhead, and a multitude of Sharkticons descended upon Devastator from above. The sheer weight of all the Sharkticons on Devastator caused him to suddenly lose his equillibrium. He fell right into the swamp, and quickly sunk from view.

"We _HAVE_ to get him _OUT_ of there!" He-man shouted.

Starfire reacted immediately. She switched to her metallic form, and dived into the swamp without further hesitation. Moments later, she brought Devastator back up. He coughed up some swamp water when he surfaced. While this was going on, some of the Sharkticons managed to get to the swamp's edge, and one got a small vial of swamp water. They then beat a hasty retreat.

Megatron and the others now turned their attention to the stricken Devastator. He was too weak to sit up, or to separate into his individual components.

"What are we going to do?" Megatron asked Starfire.

"There _IS_ an antidote," He-man stated.

"An antidote? _Where_?" Megatron wanted to know.

"Not far from here there's a tree that has leaves that can cure the Swamp Poison," He-man replied.

Devastator moaned. He lifted an arm a few feet off the ground, then wearily let it fall back against his side.

"Take me to this tree," Megatron requested.

He-Man and BattleCat led Megatron and Starfire through the forest to the Healing Tree. Optimus Prime and the others stayed by Devastator. Prime understood that they could not let Devastator die because any loss to the ranks of either side would only be to the Quintessons' advantage. Meanwhile, Man-At-Arms, who had extensive knowledge of electronic and mechanical devices, opened a panel in Devastator's chest to see what he could do.

"Hmmm-" Man-At-Arms mused, "This circuitry is the most complex I've ever seen. But it looks like the Swamp Poison is interfering with his ability to utilize his fuel. And I can't do anything for him. If He-Man doesn't get back here soon with the Antidote, he may not make it."

"What about my Magic?" Orko wondered.

"Not now, Orko. There's no telling what one of your spells will do to him. I will only let you try if He-Man can't get back in time," Man-At-Arms said firmly.

"Here it is," He-Man said, as he, BattleCat, Starfire, and Megatron approached a large deciduous tree. There were pods on the tree as well as leaves, and a person could be healed if he were to go inside the pods, but unfortunately nothing much larger than a human could get inside. In order to heal Devastator, they were going to have to take the leaves and make them into an Antidote potion. Without another word, Megatron and Starfire began plucking leaves from the tree.

"How many do you think we need?" Megatron asked Starfire.

"Well considering how big Devastator is, we should probably gather several handfuls," Starfire replied. Once they had collected enough leaves, Megatron stashed them away in his chest compartment, since they had no container large enough to put them in. Immediately they headed back towards where they had left Devastator and the others.

Suddenly, BattleCat roared. Something was coming out of the Swamp. As it emerged, the slime oozed off it, making it possible to see the creature. It was an enormous creature that looked very much like a Theropod Dinosaur like those that used to inhabit the Earth. It was light brownish-gray and had enormously long teeth. It uttered a Godzilla-like screech before unleashing a huge fireball from its mouth towards them.

Starfire faced the creature and snarled. Her ears were laid back flat, and her tail began to look like a bottlebrush. The creature didn't take the hint, and lunged at her. Starfire pounced, landing right on the creature's back. She began tearing savagely with her claws, causing the monster to try to shake her off. Starfire eventually jumped off on her own, then turned to face the monster, uttering a warning growl. The creature turned and sunk back into the water.

"Well, here we are," Starscream remarked, as he and the rest of Gaia team materialized at the mouth of the Evil Forest.

Sunstreaker eyed the plant life suspiciously. "I hope these thorns don't scratch up my latest wax job," he stated.

"For once, _STOP_ WORRYING ABOUT YOUR APPEARANCE," Springer moaned, "There's more important things at stake here!"

"Looks like someone's already been through here," Perceptor observed and pointed towards the ground, "Sharkticon tracks."

Sheba took the lead, and the group headed deep into the forest at a good pace.

"Do you suppose there are any monsters in here?" Sideswipe wondered.

Immediately, Ramjet was grabbed around the leg by some kind of plant tentacle.

"Guess I spoke too soon!" Sideswipe said.

"Guys, **HELP**!" Ramjet called out.

Blitzwing sighed, then drew his electro-scimitar. He quickly chopped off the vine that had a hold of Ramjet, who then pulled the remaining plant stem off his leg.

"Well at least it wasn't a _ROBOT_ plant," Ramjet said.

"Blitzwing, you'd better keep that weed-whacker of yours out just in case there are any more surprises like that one," Sheba advised.

"Curse your insolence, it's an electro-scimitar," Blitzwing retorted.

"Working together **SUCKS,** " Motormaster complained, as he and the Stunticons waited with the Aerialbots near a mineshaft.

"With that attitude, it's a wonder you guys even manage to form Menasor," Skydive commented.

"Let me rephrase that," Motormaster growled, "Working together **_WITH AUTOBOTS_** **SUCKS**."

"Okay, okay, we get the picture," Silverbolt stated.

"It doesn't matter whether we work together or not," Dead End moaned, "We're doomed anyway."

" _ **SHUT UP**_!" came a chorus of voices, from both Aerialbots and Stunticons.

"Hey look!" Wildrider exclaimed, pointing up into the sky, "There's a Quintesson Ship!"

"Well I guess we'd better take care of it," Drag Strip said, "Before it takes care of _US_."

The Aerialbots and Stunticons raised their weapons and opened fire on the Quintesson Ship. Nothing happened.

"Hey, what the?!" Wildrider shouted, "We shoulda blown a hole the size of Trypticon with all those blasts!"

"Unless-" Silverbolt mused, then he transformed and approached the ship. He got right up close to it, transformed, and reached out a hand to touch the hull. His hand passed right through it.

"IT'S A _HOLOGRAM_!" Silverbolt radioed to the others. He returned to the ground.

"Now why would the Quints show us a hologram of one of their ships?" Slingshot wondered.

"Probably to distract us in some way," Silverbolt reasoned.

"But what I want to know is, if that's a _HOLOGRAM_ , where are they projecting the image from?" Breakdown asked.

"There must be a _REAL_ Quintesson ship around here _SOMEWHERE_ ," Silverbolt said, "Aerialbots, transform and spread out in a search pattern! WE _HAVE_ TO FIND THAT SHIP!"

"So what are we going to do?" Dead End asked Motormaster.

"Stay here, of course. Let them burn off their energy doing all the hard work. Besides, we can handle anything that comes our way."

"Hey, I recognize this place," Skywarp stated, "We'd better keep an eye out, this place is crawling with monsters."

The Plains of Esthar were indeed quite dangerous. Some of the most powerful monsters on that planet roamed there. "I don't like the looks of this place," Arcee said.

Suddenly, they were under attack, by two Imps and a Torama-a powerful Magic-using Leopard-like creature. Fortunately, Skywarp had Diablos junctioned, and Dirge had Tonberry King. The Imps got to work immediately, casting Silence on Arcee and Berserk on Red Alert. The Torama wasted no time either; it cast Holy on Soundwave, taking off 6788 HP. Skywarp cast Meteor, taking a good chunk of HP off the Imps and the Torama. Dirge cast Triple on himself, so that he could cast 3 spells at his next turn. Rumble activated his piledrivers and used his Quake attack, taking 2300 HP off the Imps and 4500 HP off the Torama, which immediately responded by casting Death on Rumble. Skywarp cast Life on Rumble, while Dirge summoned his Guardian Force. Tonberry King did 3400 HP worth of damage to one of the Imps, finishing it off. The other Imp had taken to the air. Rumble used his Quake attack again but this time it only affected the Torama. It keeled over, defeated. The now-airborne Imp cast Holy on Skywarp, taking off 5700 HP off. Skywarp had enough, so he cast Ultima. That took care of the last remaining Imp.

The Esthar team now approached a large building.

"So I guess this is the place," Arcee commented, "Lunatic Pandora Laboratory."

"Of course, we're too big to fit inside," Red Alert said, in his usual pessimistic tone.

Skywarp looked down at Rumble.

"What, you want _ME_ to GO _IN THERE_?!" Rumble protested.

"Yes. And as a matter of fact, we could probably use Frenzy here, too," Skywarp said.

Soundwave pressed his eject button. "Frenzy...eject. Operation, recon."

Frenzy leapt from Soundwave's chest and transformed.

"So we're here to see, what's that human's name again?" Powerglide wanted to know.

"Dr. Odine," Rumble said.

"Well I'm glad at least ONE of us remembers," Powerglide sighed.

"Oh, all right, I'll go," Rumble conceded, "C'mon, Frenzy."

The two cassettes headed for the entrance to the facility. Upon their arrival at the door, they were approached by two humans in strange uniforms.

"What is your business here?" one of the humans asked.

"We gotta see Dr. Odine," Rumble replied, "It's kinda important."

"Dr. Odine is a very busy man," one of the other humans said.

"Yeah, well this is a life-and-death situation here," Frenzy pointed out.

The two human guards conferred briefly with one another. One of them sighed, then turned to Rumble and Frenzy.

"If it's really _THAT_ important, wait here for a moment. I'll go and tell the Doctor that he has some important visitors," the guard said.

While Rumble and Frenzy waited rather impatiently, one of the guards went into the facility to talk to Doctor Odine.

"Can't you zee I am buzy?" Doctor Odine snapped at the guard, "Vat is zee problem?"

"Uhhh, Doctor, there are some huge robots outside that claim they need to speak with you."

"Huge robots you zay?" Doctor Odine exclaimed, "Are zey Iron Giants?"

"Ummm, I don't _THINK_ so," the guard said.

At that moment, Squall, Quistis, and Selphie stepped into the room.

"So are we going to do this GF experiment, or what, here?" Squall wanted to know.

"I am afraid ve vill have to poztpone ze experiment," Dr. Odine said, "Zere are some giant robots demanding to zee me."

"Giant robots, eh?" Squall remarked, "We'll take care of "em!"

Rumble and Frenzy were still waiting at the entrance of the Lunatic Pandora Laboratory when Squall and the others came out.

"These guys don't look _GIANT_ to me," Selphie stated, when she noticed Rumble and Frenzy.

"What about _THEM_?" Quistis told her, pointing towards Skywarp and the others.

"What do you want here?" Squall asked Rumble.

"We gotta see Dr. Odine," Rumble replied impatiently.

" _Why_?" Squall demanded, folding his arms across his chest.

"Somebody wants to steal a potion or something from him," Frenzy said.

"Oh really?" Squall continued. Suddenly, there was an explosion.

"What was that?" Quistis exclaimed.

Red Alert and Dirge were thrown against the building from the force of the blast.

"We've GOT _COMPANY_!" Arcee shouted.

Sharkticons came out of nowhere and charged at them.

"They're the ones that want to steal the potion!" Rumble told Squall.

Squall drew his gunblade and rushed forward. "Come on!" he shouted to Selphie and Quistis. The three of them engaged a group of about 4 Sharkticons. Selphie cast Thundaga on one of the Sharkticons, taking off 7688 HP. Squall drew 9 Blizzaga spells from a Sharkticon, and then Quistis summoned Diablos. The Dark Messenger attack took off 9999 HP from each Sharkticon, knocking them out. More Sharkticons were advancing towards them.

" **THAT'S** ** _NOT POSSIBLE_**!" Skywarp protested, "I have Diablos! _DARK MESSENGER_!" Several green orbs with red cores spun out into all directions from around Skywarp, then he vanished. A great flock of bats flew together and coalesced into a big black oily-looking ball. Diablos emerged from the bottom of this orb, while the black stuff from the ball dripped off him. He spead his wings, and shoved his arm into the black orb. Energy beams from his arm stretched into the black orb, and Diablos hurled it at the advancing Sharkticons with all his might. When the orb reached the Sharkticons, it crushed them under the sheer weight of it, and it began glowing brightly with various zodiac symbols on it. This took 9999 HP off of each Sharkticon that was within range.

"TWO Diablos?" Squall exclaimed. Another wave of Sharkticons was already approaching, and Squall summoned Doomtrain. This put the third wave of Sharkticons in Berserk, Blind, Vitality Zero, Slow-Petrify, Confuse, Slow, and Silence.

Selphie cast Aura on Quistis, who then used her Limit Break-Blue Magic: Shockwave Pulsar. That took care of those Sharkticons. But then, a large form appeared in the sky.

"OH, _NO_!" Arcee exclaimed.

The large object turned out to be Abominus. He landed, and began to attack. Soundwave, Ravage, and Laserbeak were quickly knocked down by Abominus' blaster. Powerglide flew circles around the big Gestalt to distract him, but was soon swatted down.

"Oh great," Skywarp growled. He cast Meltdown on Abominus. The spell took off 529 HP off Abominus and put him in Vitality Zero, which was in evidence by the fact that it now looked as though the big Terrorcon Gestalt had been sunburnt. Abominus growled and swatted Skywarp, sending him flying into Red Alert and Dirge. Rumble and Frenzy immediately started using their piledrivers for a Quake attack. Abominus merely flew up and hovered in the air, missing the attack. Dirge got up and summoned Tonberry King. The Chef's Knife attack did 2330 HP worth of damage to Abominus, who gave Dirge a good swift kick. Squall stepped forward and cast Blind. A black cloud appeared, encompassed Abominus' head, and some bright purple flashes came from the cloud.

"There, that should make things a LOT easier," Squall said.

Selphie then summoned Eden. The Eternal Breath attack took off 56,324 HP from Abominus. He separated into the Terrorcons, then retreated. The remaining Sharkticons followed.

"Do ya think they'll be back?" Rumble wondered.

"Probable," Soundwave stated.

Elder Prime transported Thrust's team back to the place where everyone was waiting.

"Here's the magicite we managed to get," Thrust said, "But the Quints got away with one magicite fragment."

After examining the fragments, Elder Prime shook his head. "It's not here," he said, "They must have taken the fragment that is part of the ingredients."

"Then we went to all that trouble for nothing?" Spike asked.

"Not exactly," Elder Prime stated, "And anyway, if someone on one of the other teams gets Knocked Out, one of you can take their place."

"What do we do in the meantime?" Bombshell wanted to know.

"Well I guess Me Grimlock sit down and watch show," Grimlock stated, and began staring at one of the screens that was set up to watch the progress of the other teams.

"Gee this place is a dump," Swindle stated, "I don't think there's anything with a decent resale value in this whole area."

"Here we are," Onslaught stated, "The exact center of Cybertron. Now all we have to do is-"

His statement was cut short by some laser blasts. A horde of Sharkticons soon filled the area.

"Protectobots, merge and form Defensor!" Hot Spot commanded.

"Combaticons, merge and form Bruticus!" Onslaught ordered.

Two of the Sharkticons threw something. Some sort of computer chip landed on both Bruticus and Defensor, and they stuck with a magnetic force. A bolt of energy emanated from each chip, and both Gestalts were forced to separate.

"What in the Universe was that?" Blast-Off sputtered.

"Never mind, let's try this again," Onslaught said, " _MERGE_!"

The minute all the Combaticons tried to reassemble into Bruticus, another bolt of energy passed through them, preventing them from merging. Frankly, the Protectobots were having the same difficulty.

"Hey Hot Spot, what's that thing on your chest?" Streetwise asked.

"I don't know. Lemme see if I can remove it- ** _AAAAAGHHHH_**!" Hot Spot cried out as the chip shocked him the minute he touched it.

Swindle noticed a similar chip on Onslaught. He too got shocked when he tried to remove it.

"First Aid! Can you do something about this?" Hot Spot questioned.

"Probably," First Aid told him, "But it'll take time."

"Time is something we do not have the luxury of," Onslaught stated.

"We better try to hold off those Sharkticons as best we can, then," Blades said.

"It looks like we will have to work in concert," Blast-Off sighed.

"Swindle, Brawl, Vortex! Transform and start firing at the Sharkticons!" Onslaught ordered, "Blast-Off, find out from the Protectobot how to remove this chip."

"Streetwise, Groove, Blades! You know what to do!" Hot Spot ordered.

Blades transformed to helicopter mode and joined Vortex in an arial strafe of the Sharkticon hordes.

Meanwhile, on Chaar, the Predacons were reluctantly leading Ultra Magnus and the others through the tunnels that ran underneath the planet's surface. They had no need of artificial lighting because the walls themselves seemed to give off enough light to see by. Suddenly they found themselves in a huge chamber. The walls were different, now-crystalline in structure with a variety of colors. In the middle of the chamber was a large energy reactor, but it was in ruins.

"I didn't know the Decepticons tried to gain energy from this planet," Ultra Magnus stated.

"We didn't," Razorclaw growled, "No Decepticon constructed that. Those ruins are extremely old, and were here long before this planet became our base."

"Then who?" Broadside wanted to know.

"Perhaps the previous inhabitants of this world," Ultra Magnus told him.

"It came from _OUTER SPACE_!" Wreck-Gar said suddenly.

"What does that mean?" Headstrong snorted.

"We've got visitors," Divebomb stated. And indeed they did-more Sharkticons than they could count poured into the chamber from the tunnel.

"Mirage," Ultra Magnus said, "Now's the time for you to put your invisibility to good use. Go in there and get that stone." He pointed at the ruined reactor.

"Here goes," Mirage said, and vanished.

Headstrong and Tantrum charged fearlessly at the approaching Sharkticons. They tossed each one they came in contact with aside with their horns. Razorclaw and Rampage each pounced on a Sharkticon and tore it up before pouncing on another one. The Autobots just blasted any that came too close.

Suddenly a Reptilian Robot came out of the ruins. "We have what we came for!" he said, "Pull back and return to the ship!" He held up a stone.

The Sharkticons immediately disengaged and retreated.

"We'd better go after them!" Divebomb urged.

"There's no need for that," Hound told him.

"What are you talking about, Autobot?" Razorclaw wondered.

"Amazing what you can do, with a little hologram," Hound told them.

"You mean, that wasn't a real Reptilian Robot?" Broadside gasped.

"That's right," Hound said.

"Bingo, guys," came Mirage's voice beside them, "Here's the _REAL_ stone." He reappeared beside Ultra Magnus, and opened his fist. There lay a chunk of multicolored Materia.

"So you tricked them. Clever-for an Autobot," Razorclaw admitted.

Since the mission was complete, the team was then immediately transported to Elder Prime's base camp.

"I don't see why I didn't get to go anywhere," Scourge growled in disappointment. The other Sweeps echoed his discontent.

"You may in fact get your chance very soon," Elder Prime told him, "The Combaticons and the Protectobots are having difficulties with their mission.

"I see that," Scourge replied. He gazed at the monitor intently.

"First Aid! Have you figured out how to remove that chip yet?" Blades asked.

" ** _AAAAH_**! Not yet!" First Aid replied, as another shock passed through him, "How can I figure out how to get it off if it shocks me each time I even touch it?"

"Wait a minute!" Swindle exclaimed, "I've got an idea!" He transformed and rolled up to Onslaught. "Hop in!" Swindle told him.

"Whatever for?" Onslaught wondered, but did so anyway.

"Hey, First Aid, get over here!" Swindle called out.

"But I'm busy over here," First Aid objected.

"Look do you wanna get these things off our leaders so we can merge, or not?" Swindle told him.

"Oh alright," First Aid conceded. He walked over to where Swindle was.

"Okay now, reach into my glove compartment and get out a rubber glove and put it on," Swindle said.

"A rubber glove-OF COURSE!" First Aid realized, "Why didn't I think of that?"

Now First Aid stood on Swindle's hood and used the gloved hand to get the chip off of Onslaught. The rubber insulated him from the shock. And the rubber of Swindle's tires prevented the electrical discharge from hitting the ground. Pretty soon the chip was off.

"Combaticons, _MERGE_ AND FORM **BRUTICUS**!" It worked.

"Way to go!" Hot Spot shouted. Then he got Streetwise to come back over to him and stood on him carefully while First Aid removed the chip that was on him.

"Okay now, Protectobots, merge and form Defensor!" Hot Spot ordered. The two Gestalts now began crushing every Sharkticon they could catch.

"Now they definitely _don't_ need our help," Scourge grumbled, as he saw Bruticus and Defensor merge once more.

"Don't be so sure," Elder Prime told him.

"I have the feeling that we are being watched," Cyclonus stated.

"Ahh, it's probably just another monster," Astrotrain said.

Something was indeed watching the group at the Nibel Reactor. It hid in the shadows and watched for a bit longer before turning tail and heading down the mountain towards the town of Nibelheim.

" _WHAT_?" Cloud exclaimed, "You're saying there's a bunch of _ROBOTS_ hanging around the old Mt. Nibel reactor?"

"Yes," Red XIII stated.

"But what are they doing there?" Barrett wondered.

"For now, it looks like they are waiting for something," Red XIII replied.

"But are they friends, or enemies?" Tifa wanted to know.

"Logically, there is only one way to find out," Red XIII said, "We must go and find out what they are really up to."

"Well $#%*, Cloud, what are we waitin' for?" Cid exclaimed.

"Alright, let's go," Cloud said.

"Someone's coming," Rodimus Prime realized.

"I _TOLD_ you someone had been watching us," Cyclonus retorted.

A red Beast that looked like it was half lion and half wolf suddenly appeared.

"Another monster!" Prowl shouted.

" _I'll_ take care of it!" Galvatron said, and aimed his cannon. The beast easily dodged the blast. Then suddenly, several red concentric circles of light emanated from the ground around the beast. Several purple beams emanated from it and hit Galvatron, taking off half of his hit points.

"I've _SEEN_ that attack before!" Thundercracker exclaimed, "It's the Enemy Skill LASER! Sheba showed it to me once!"

"Very perceptive," the Beast said, "And I am not a monster."

"That thing just _TALKED_!" Galvatron said in surprise.

Just then, Cloud, Barrett, Cid, and Tifa burst through the door to the lower part of the mountain.

"Who are you?" Cloud demanded, "And what are you doing here?"

"We're trying to stop a catastrophe," Rodimus Prime told him.

Red XIII looked at him skeptically. "What catastrophe?"

"We're trying to keep some creatures called Quintessons from getting into the Reactor," Rodimus Prime explained, "If we don't stop them then the Universe will be in very big trouble."

"You still haven't answered my first question. Who are you?" Cloud repeated.

"We are called Transformers. I am Rodimus Prime, and this is Kup, Prowl, Astrotrain, Galvatron, Thundercracker, Cyclonus, and Brawn. Now how about introducing yourselves?"

"I'm Cloud. These are my companions-Tifa, Cid, Barrett, and Red XIII."

"So what do these creatures you're after look like?" Red XIII asked.

"They're basically all head," Kup informed them, "They have five faces that can rotate around it. Instead of arms and legs, they have tentacles and they float above ground on energy beams."

"It is highly unlikely that the Quintessons themselves will show up," Cyclonus reasoned, "Perhaps we should be describing the Sharkticons instead."

"Are they great big Sharklike robots?" Tifa asked.

"Why, yes. How did you know?" Cyclonus was taken aback.

"Because there's a whole bunch of them climbing the side of the mountain there!" Tifa said, and pointed.

"Oh _no_ ," Rodimus Prime moaned, "There's _so many_ of them!"

Cloud, Tifa, and Barrett rushed forward to engage the Sharkticons. However, it became apparent that there were more of them climbing up the other side.

"Red XIII, go get Vincent and Yuffie!" Cloud called out.

"Right!" Red XIII replied, and darted through the door leading to the bottom of the mountain. Fortunately no Sharkticon was small enough to go that way.

"Come on, we've gotta stop those things!" Thundercracker stated. He and Astrotrain headed to the opposite side. Upon engaging the Sharkticons, Thundercracker summoned Shiva. The Diamond Dust attack K.O.'ed most of the Sharkticons that had just come over the wall. Astrotrain then summoned Cerberus. More Sharkticons kept coming, so Thundercracker cast Triple Meteor several times in a row.

On the other side, Cloud cast Big Guard, which put him and Tifa and Barrett in Haste and set up Barrier and MagicBarrier. Barrett used his Limit Break-Catastrophe. That K.O.'ed a number of Sharkticons. Cyclonus took to the air to see if he could intercept any Sharkticons that were coming up the mountain. He circled the base of the mountain, strafing the immense Sharkticon army. Galvatron also decided that the best vantage point was from the air and fired blast after blast at the invaders. Rodimus and them fired at any Sharkticons that tried to come over the wall around either Cloud's party or Thundercracker and Astrotrain.

Over an hour later, Thundercracker and Astrotrain were reduced to summoning GFs at each turn. "I'm running out of Meteor spells!" Thundercracker exclaimed in desperation.

"So am I!" Astrotrain added.

"I hope you haven't run out of ideas!" Cid snapped, "Here, lemme try." He summoned the materia version of Leviathan, and the Tidal Wave attack pushed back the Sharkticons.

Galvatron had been hovering high above the mountain, in cannon mode. But suddenly, a flurry of laser blasts from the advancing Sharkticons hit him, causing him to fall. He transformed as he hit the ground near the Reactor.

"Galvatron, _NO_!" Cyclonus cried, and quickly transformed and landed. He went over to Galvatron and found out that he was unconscious.

At the base of the mountain, Yuffie, Vincent, and Red XIII were having troubles of their own. Vincent's Limit Break was ready to use but he didn't want to do it just yet in case they needed him to cast a Spell. Red XIII started casting KOTR every round, but with every lot of Sharkticons he eliminated, three times as many took their place.

With all the fighting that was going on around them, nobody noticed a Scuxxoid sneak out of the door from the lower parts of the mountain. It tiptoed towards the reactor. Suddenly Cid turned around and noticed. "HEY! WHERE THE *&%%$ DO YOU THINK YOU'RE GOING?!"

The Scuxxoid ran for the reactor but Cid beat him to it and blocked his way.

"Outta my way!" the Scuxxoid snarled, and fired his laser pistol. The blast took 1200 HP off of Cid, but it also enabled him to use his Highwind Limit Break. That K.O.'ed the Scuxxoid. This attracted the attention of the others, including Cyclonus, who decided to leave Galvatron's side to find out what was going on.

"So all these Sharkticons are a diversion!" Rodimus Prime realized.

"But where are they all coming from?" Cloud wanted to know, "How come there's so many? It seems like for every one we trash a whole bunch more fill in."

"If we could find the source, and block it somehow-" Cyclonus mused.

Cloud unleashed his Omnislash on another group of Sharkticons. "Wait, that's it!" Cloud piped up suddenly, "If I can use the Remove Spell on the source of the Sharkticons, it'll make this battle a _LOT_ easier!"

"Hey, what's that down there?" Kup asked, and pointed in the distance.

"Might be a Quintesson Ship," Rodimus Prime said.

"Cid! Cover for me!" Cloud requested, and quickly Cid took Cloud's place beside Tifa and Barrett. He then walked over to Rodimus Prime and them. "So how do I get down there in time?" he wondered.

"We need someone who can fly to take you there," Rodimus decided, "But as you can see, at least two of the fliers around here pretty much have their hands full. Astrotrain and Thundercracker are the only Magic Users in our group."

Everybody turned and looked at Cyclonus.

"Well I suppose I could do it," Cyclonus said. He transformed and allowed Cloud to climb aboard.

"Are you sure you'll be okay?" Tifa called out just as Cloud was getting in.

"Don't worry, I'll be fine," Cloud assured her.

Zidane and the others soon caught up to Mara-Al-Utha and his guards.

"Hold it right there!" Zidane demanded.

"Foolish insect," Mara-Al-Utha said, and cast Break. That turned Zidane into stone. Immediately, Quina cast Angel's Snack, which reversed the petrification. Freya used her Lancer ability to take HP and MP away from the Red Wizard, who retaliated by casting group Firaga. Vivi went into Trance and cast double Blizzaga. That took 5789 HP off the Red Wizard on the first try, and 5699 HP off on the second try. Zidane tried to Steal but was unsuccessful. Quina cast Mighty Guard to lessen the impact of the Red Wizard's spells, while Freya cast Reis' Wind. Sheba and the others showed up just as Vivi was casting double Flare. Both hits took off 9999 HP from the Red Wizard.

"You fools think you've won?" Mara-Al-Utha snorted. He then cast his most powerful spell, Ultima. That K.O'd Zidane and his three companions. Starscream and the others rushed forward, but they found themselves running into an invisible forcefield. The Red Wizard then went up to the petrified Plant Brain monster and used a potion on it. It came to life, and Mara-Al-Utha then cast Stop on it. This enabled him to use a laser-cutter to cut the monster open and drain some weird opaque liquid into a test tube. Suddenly he heard the sound of the forcefield shattering. He turned to see Sheba, who had just cast Dispel on the forcefield to destroy it. She used her Fire Breath attack to make him drop the test tube. It shattered and the contents flowed onto the ground.

" _ **NOOOOO**_!" the Red Wizard screamed. Quickly he tried to gather some more, but by now the Stop Spell had worn off. The Plant Brain began moving, and the Red Wizard tossed it a potion. The Plant Brain seized it. Somehow it managed to get the bottle open and it poured the potion on itself. Almost instantly the monster began changing.

"What is happening to that thing?" Springer wondered.

"It's _GROWING_!" Sideswipe exclaimed, "And it's changing colors and stuff."

Sheba glared at the Red Wizard. "What the heck's _IN_ that stuff?" she demanded.

"The essence that will seal your doom! Mwahahahaha!" the Red Wizard gloated. Starscream and Sheba stared at the new monster, trying to figure out what it was.

"It looks like a Naocho," Sheba said.

"What on earth is a Naocho?" Starscream wanted to know.

"A more powerful version of an Ocho. By all accounts they are extremely tough. But I thought they were extinct," Sheba told him.

 **to be continued!**


End file.
